DIRECTORS’ REPORT 56 PROFIT AND LOSS › pdfs › 2016_pdf › 21st Annual Report.pdf · 2016-11-28 · directors’ report corporate governance report ceo and cfo certificate management

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SRU STEELS LIMITED(CIN : L17300DL1995PLC107286)

N O T I C E

DIRECTORS’ REPORT

C O R P O R AT EGOVERNANCE REPORT

CEO AND CFO CERTIFICATE

MANAGEMENT DISCUSSIONAND ANALYSIS REPORT

AUDITORS’ REPORT

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31

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BALANCE SHEET

PROFIT AND LOSS

NOTES OF ACCOUNTS

CASH FLOW STATEMENT

PROXY FORM,ATTENDANCE SLIP,BALLOT FORM ANDNOMINATION FORM

BOARD OF DIRECTORSMr. Naresh Kumar Garg ChairmanMr. Ramesh Agarwal Managing DirectorMr. Ashok Kumar Mahawar DirectorMr. Rajeev Mittal DirectorMr. Prem Prakash Agarwal DirectorMr. Pankaj Jain DirectorMrs. Richa Agarwal Director

CHIEF FINANCIAL OFFICERMr. Hitesh Laxmikant Somani

COMPANY SECRETARY & COMPLIANCE OFFICERMs. Shalini

STATUTORY AUDITORSM/s B.M. Sharma & AssociatesChartered Accountants,Kirti Sadan, 3507/6, Pyarelal Road,Bank Street, Karol Bagh,New Delhi – 110 005

INTERNAL AUDITORSM/s P.R. Shah & AssociatesChartered Accountants206, 1st Floor, Nirman House,NR. Sardar Patel, Under BridgeNR. Nabard, Usmanpura, Ahmadabad- 380013

SRU STEELS LIMITEDCIN: L17300DL1995PLC107286

TWENTY FIRST ANNUAL REPORT2015-2016

CORPORATE INFORMATION

SECRETARIAL AUDITORSM/S ANAND NIMESH & ASSOCIATESCompany Secretaries in Practice63/A-23, Second Floor, Gali No. 03,Near Gulab SweetIn front of V3S Mall, Gurunanak Pura,Laxmi Nagar, Delhi-110092

BANKERSCITI FINANCIAL BANKKOTAK MAHINDRA BANKSTATE BANK OF INDIA

REGISTRAR & SHARE TRANSFER AGENTSBEETAL FINANCIAL & COMPUTER SERVICES (P) LTD.,BEETAL HOUSE, 3rd Floor, 99, Madangir,Behind Local Shopping Centre,Near Dada Harsukhdas Mandir, New Delhi – 110 062Phone # 29961281, 29961282, Fax: 011-29961284E-mail: [email protected]

CORPORATE IDENTIFICATION NO (CIN)L17300DL1995PLC107286

REGISTERED OFFICE416-417-432, RAJENDRA JAINA TOWER- 1PLOT NO. 18, WAZIRPUR SHOPPING COMPLEX,DELHI –110 052 PH. NO: 011- 27474749

CORPORATE OFFICEA-48, Wazirpur Industrial Area, Delhi-110052



Registered Office: 416-417-432, Rajendra Jaina Tower-1, Plot No. 18 Wazirpur, Shopping Complex, Delhi-110052Corporate Office: A-48, Wazirpur Industrial Area, Delhi-110052

E-mail: [email protected] Website: www.srusteels.inTel: 011-27474749

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NOTICENotice is hereby given that the Twenty First (21) AnnualGeneral Meeting (AGM) of the members of SRU STEELSLIMITED (“the Company”) will be held on Friday, 30TH Dayof September, 2016 at 10:00 A.M. at the Registered officeof the Company at 416-417-432, Rajendra Jaina Tower-1 Plot No.18, Wazirpur Shopping Complex, Delhi – 110 052to transact the following business:

ORDINARY BUSINESS:1. To receive, consider, approve and adopt the Audited

Financial Statements of the Company for the FinancialYear ended 31st March, 2016 including AuditedBalance Sheet as at 31st March, 2016 and theStatement of Profit and Loss for the year ended onthat date together with the Reports of the Board ofDirectors and Auditors thereon.

2. To appoint a Director in place of Ms. Richa Agarwal(DIN: 00082722), who retires by rotation in terms ofSection 152(6) of the Companies Act, 2013 andbeing eligible, offers herself for re-appointment.

3. Ratification of Appointment of AuditorsTo consider and, if thought f it, to pass with orwithout modification(s), the following resolution asan Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions ofSections 139, 142 and other applicable provisions,if any, of the Companies Act, 2013 read with theRules framed there under (including any statutorymodif ication(s) or re-enactment thereof ), theCompany hereby approves and ratif ies theappointment of M/s B. M. Sharma & Associates.,Chartered Accountants (Firm Registration No.007944N) as Statutory Auditors of the Company, tohold office from the conclusion of this Annual GeneralMeeting (AGM) till the conclusion of the twenty-second AGM of the Company on a remunerationincluding terms of payment to be fixed by the Boardof Directors of the Company.

SPECIAL BUSINESS:4. To consider and if thought fit, to pass with or without

modif ication, the following resolution a SpecialResolution:

“RESOLVED THAT pursuant to Section 186 of theCompanies Act, 2013 read with Rule 11 of theCompanies (Meetings of Board and its powers),Rules, 2014 as amended from time to time and theArticles of Association of the Company, and all otherapplicable laws and subject to the necessaryapproval(s)/consent(s), sanction(s) and permission(s)as may be required, the consent of the members ofthe Company be accorded to the Board of Directorsof the Company (which term shall include anyCommittee of the Directors) for:-

1) Giving any loan(s) to any person(s) or otherbody corporate(s).

2) Giving any guarantee(s) or providing security inconnection with a loan(s) to any other bodycorporate or person.

3) Acquiring, whether by way of subscription,purchase or otherwise, the securities of theany other body corporate and/or

up to a limit of 200.00 Crores (Rupees Two HundredCrores only) for such investments/loans/guarantees/securities, notwithstanding the aggregate of loansand investments so far made or to be made andguarantees and securities so far given or to be givenby the Company may exceed/ will exceed the limits,either individually or in the aggregate, laid down bythe Companies Act, 2013 i.e. 60% of the Company’spaid-up share capital, free reserves and securitypremium account or 100% of the Company’s freereserves and security premium account, whicheveris more.

RESOLVED FURTHER THAT for the purpose of givingeffect to this resolution, the Board of Directors beand is hereby authorised to negotiate and decide,from time to time, terms and conditions, executenecessary documents, papers, agreements etc forinvestment to be made, loans/ guarantees to be given


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and securities to be provided to any person and/orany body corporate, and to do all such acts, deeds,matters and things, as may, in its absolute discretion,deem necessary, proper or desirable, settle anyquestion, diff iculty or doubt that may arise in thisregard and to delegate all or any of these powersto any committee(s) of the Directors or the ManagingDirector or the Whole time Director or the officer ofthe Company or any other person.”

By order of the Board of Directors For SRU Steels Limited

Sd/- Sd/-Place: New Delhi Ramesh Agarwal Naresh Kumar GargDate: August 13, 2016 Managing Director Director& Chairman

DIN: 00151223 DIN: 00986846

Notes:

1. An Explanatory Statement pursuant to Section 102of the Companies Act, 2013, relating to the SpecialBusiness to be transacted at the Annual GeneralMeeting is annexed hereto.

2. A member entitled to attend and vote at the AnnualGeneral Meeting is entitled to appoint a proxy toattend and vote instead of himself/herself and suchproxy need not be a member of the company.

The instrument of Proxy in order to be effective,should be deposited at the Registered Office of theCompany, duly completed and signed, not less than48 hours before the commencement of the meeting.

Pursuant to the provisions of Section 150 of theCompanies Act, 2013, a person can act as proxy onbehalf of members not exceeding f if ty (50) andholding in the aggregate not more than 10% of thetotal share capital of the Company carrying votingrights.

A member holding more than 10% of total sharecapital of the Company carrying voting rights mayappoint a single person as proxy, who shall not actas a proxy for any other person or shareholder. Theappointment of proxy shall be in the Form No.MGT.11 annexed herewith.

3. During the period beginning 24 hours before the timefixed for the commencement of the meeting andending with the conclusion of meeting, a memberwould be entitled to inspect the proxies lodged atany time during the business hours of the Company,provided that not less than three days notice inwriting is given to the Company.

4. Members/Proxies/authorised representative arerequested to bring their duly filled Attendance Slip

along with the copy of the Annual Report to themeeting.

5. Corporate Members intending to send their authorizedrepresentatives to attend the meeting are requestedto send a certified true copy of the board resolution/Power of attorney authorizing their representative(s)to attend and vote on their behalf at the meeting.

6. In case of Joint holders attending the meeting, onlysuch joint holder who is higher in the order ofnames will be entitled to vote.

7. The Register of Members and Share Transfer Booksof the Company shall remain closed during the bookclosure period i.e. from Saturday, September 24,2016 to Friday September 30, 2016 (both daysinclusive).

8. (a) This Notice is being sent to all the memberswhose name appears as on Friday, August 19,2016 in the register of members or beneficialowner as received from M/s Beetal Financial &Computer Services (P) Ltd, the Registrar andTransfer Agent of the Company.

(b) The voting rights of shareholders shall be inproportion to their shares of the paid up equityshare capital of the Company as on Friday,September 23, 2016, being the cut-off date.

Members are eligible to cast vote electronically onlyif they are holding shares as on that date.

9. Brief resume of the Director proposed to beappointed/re-appointed, nature of their expertise inspecific functional areas, names of companies inwhich they hold Directorships and Memberships/Chairmanships of the Board Committees,shareholding and relationships between Directorsinter-se as stipulated under Regulation 36(3) of theSEBI (Listing Obligations and Disc losureRequirements), Regulation, 2015, is annexed heretoand forms part of this Notice.

10. Members holding shares in multiple folios in identicalnames or joint accounts in the same order of namesare requested to consolidate their shareholdingsinto one folio.

11. Members are requested to send their queries atleast 10 days before the date of meeting to theCompany Secretary of the Company at the registeredoffice of the Company, so that information can bemade available at the meeting.

12. In terms of notification issued by the SecuritiesExchange Board of India (SEBI), equity shares ofthe Company are under compulsory demat tradingby all investors. Members are, therefore, advised todematerialize their shareholding to avoidinconvenience in trading in shares of the Company.

13. Members are requested to notify immediately anychange of address.


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(i) to their Depositary Participants (DPs) in respectof their electronic share accounts, and

(ii) to the Company’s Registrar & Share TransferAgents, Beetal Financial & Computer Services(P) Ltd at its office Beetal House, 3rd Floor, 99Madangir, BH-Local Shopping Complex NearDada Harsukhdas Mandir, New Delhi-110062 inrespect of their physical share folios, if any,quoting their folio numbers.

14. The Securities and Exchange Board of India hasmandated submission of Permanent Account Number(PAN) by every participant in securities market.Members holding shares in demat form are, therefore,requested to submit PAN details to the DepositoryParticipants with whom they have demat accounts.Members holding shares in physical form can submittheir PAN details to the Company/ Registrar andShare Transfer Agents, M/s. Beetal Financial &Computer Services (P) Ltd.

15. In terms of Section 72 of the Companies Act, 2013,a member of the Company may nominate a personon whom the shares held by him/her shall vest inthe event of his/her death. Members desirous ofavailing this facility may submit nomination inprescribed Form SH-13 (enclosed with this Notice)to the Company/RTA in case shares are held inphysical form, and to their respective depositoryparticipant, if held in electronic form.

16. Pursuant to Section 101 and 136 of the CompaniesAct, 2013 read with relevant rules made thereunder,Companies can serve Annual Reports and othercommunications through electronic mode to thosemembers who have registered their e-mail addresseseither with the Company or with the Depository.Members who have not registered their e-mailaddresses with the Company can now register thesame by submitting a request letter in this respectto the Company/Registrar & Share Transfer Agents,M/s. Beetal Financial & Computer Services (P) Ltd.Members holding shares in demat form are requestedto register their e-mail address with their DepositoryParticipant(s) only.

17. Electronic copy of Annual Report for the financialyear 2015-16 along with Notice of the 21st AnnualGeneral Meeting of the Company inter alia indicatingthe process and manner of e-voting alongwithAttendance Slip and Proxy Form is being sent to allthe members whose e-mail IDs are registered withthe Company or the Depository Participant(s) forcommunication purpose unless the member hasrequested for a hard copy of the same. For memberswho have not registered their address, physicalcopies of Annual Report alongwith Notice of 21st

Annual General Meeting of the Company inter aliaindicating the process and manner of e-votingalongwith Attendance Slip and Proxy Form is beingsent in the permitted mode.

18. Beetal Financial & Computer Services Pvt. Ltd. is theRegister and Share Transfer (RTA’s) of the Company.All investor relation communication may be sent toRTA’s at the following address:

Beetal Financial & Computer Services Pvt. LtdBeetal House, 3rd Floor,99, Madangir, Behind Local Shopping Centre,Near Dada Harsukhdass Mandir, New Delhi-110062Ph. 011-29961281-283, Fax.011-29961284Email id: [email protected]

19. Any person, who acquires shares of the Companyand become member of the Company after dispatchof the Notice of 21st Annual General Meeting andholding shares as of the cut of date i.e. Friday,September 23, 2016, may follow the same procedureas mentioned in the instructions below. However ifyou are already registered with CDSL for remote e-voting then you can use your existing password forcasting your vote. If you have forgotten your loginpassword then go to website www.evotingindia.comthen click on shareholders, enter the User ID andthe image verif ication code and click ForgotPassword and enter the details as prompted by thesystem.

20. The route map showing directions to reach thevenue of the Twenty First (21) Annual GeneralMeeting is enclosed.

21. Voting through electronic meansI. In compliance to Section 108 of the Companies Act,

2013, read with Rule 20 of the Companies(Management & Administration) Rules, 2014 assubstituted by the Companies (Management &Administration) Rules, 2015, (including any statutorymodification(s) or re-enactment thereof, for the timebeing in force) and Regulation 44 of the SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015, the Company is pleased to providethe facility to members to exercise their right to voteat the Annual General Meeting by electronic means.The Company has engaged the services of CentralDepository Services Limited (CDSL) in respect of allthe business to be transacted at the aforesaidAnnual General Meeting. However, it may be notedthat E-voting is optional.

The Members desiring to vote through electronicmode may refer to the detailed procedure on e-voting given hereinafter:


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For Members holding shares in Demat Formand Physical Form

PAN Enter your 10 digit alpha-numeric *PANissued by Income Tax Department(Applicable for both demat shareholdersas well as physical shareholders) Members who have not updated their

PAN with the Company/DepositoryParticipant are requested to use thefirst two letters of their name and the8 digits of the sequence number in thePAN field.

In case the sequence number is lessthan 8 digits enter the applicable numberof 0’s before the number after the firsttwo characters of the name in CAPITALletters. e.g. If your name is RameshKumar with sequence number 1 thenenter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded inyour demat account or in the companyrecords for the said demat account orfolio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details asrecorded in your demat account or in thecompany records for the said demataccount or folio. Please enter the DOB or Dividend Bank

Details in order to login. If the detailsare not recorded with the depositoryor company please enter the memberid / folio number in the Dividend Bankdetails field as mentioned in instruction(iv).

(viii) After entering these details appropriately, clickon “SUBMIT” tab.

The instructions for shareholders votingelectronically are as under:(i) The remote e-voting facility will be available

during the following period:

- Commencement of remote e-voting-from9:00 am on Tuesday, September 27, 2016.

- End of remote e-voting- upto 5:00 pm onThursday, September 29, 2016.

During this period shareholders’ of the Company,holding shares either in physical form or indematerialized form, as on the cut-off date i.e.Friday, September 23, 2016, may cast their voteelectronically. The remote e-voting module shallbe disabled by CDSL for voting thereafter. Oncethe vote on a resolution is cast by the membershall not be allowed to change it subsequently.

(ii) The shareholders should log on to the e-votingwebsite www.evotingindia.com

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by8 Digits Client ID,

c. Members holding shares in Physical Formshould enter Folio Number registered withthe Company.

(v) Next enter the Image Verification as displayedand Click on Login.

(vi) If you are holding shares in demat form andhad logged on to www.evotingindia.com andvoted on an earlier voting of any company, thenyour existing password is to be used.

(vii) If you are a f irst time user follow the stepsgiven below:

Bank Details


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(ix) Members holding shares in physical form willthen reach directly the Company selectionscreen. However, members holding shares indemat form will now reach ‘Password Creation’menu wherein they are required to mandatorilyenter their login password in the new passwordfield. Kindly note that this password is to bealso used by the demat holders for voting forresolutions of any other company on whichthey are eligible to vote, provided that companyopts for e-voting through CDSL platform. It isstrongly recommended not to share yourpassword with any other person and take utmostcare to keep your password confidential.

(x) For Members holding shares in physical form,the details can be used only for e-voting on theresolutions contained in this Notice.

(xi) Click on the EVSN for the relevantSRUSTEELSLIMITED on which you choose tovote.

(xii) On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES orNO as desired. The option YES implies that youassent to the Resolution and option NO impliesthat you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if youwish to view the entire Resolution details.

(xiv)After selecting the resolution you have decidedto vote on, click on “SUBMIT”. A confirmation boxwill be displayed. If you wish to confirm yourvote, click on “OK”, else to change your vote,click on “CANCEL” and accordingly modify yourvote.

(xv) Once you “CONFIRM” your vote on the resolution,you will not be allowed to modify your vote.

(xvi)You can also take out print of the voting doneby you by clicking on “Click here to print” optionon the Voting page.

(xvii) If Demat account holder has forgotten thechanged password then Enter the User ID andthe image verification code and click on ForgotPassword & enter the details as prompted bythe system

(xviii)Shareholders can also cast their vote usingCDSL’s mobile app m-Voting available for androidbased mobiles. The m-Voting app can bedownloaded from Google Play Store. Pleasefollow the instructions as prompted by the mobileapp while voting on your mobile.

(xix)Note for Non – Individual Shareholders andCustodians

· Non-Individual shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.com andregister themselves as Corporates.

· A scanned copy of the Registration Form bearingthe stamp and sign of the entity should beemailed to [email protected].

· After receiving the login details a complianceuser should be created using the admin loginand password. The Compliance user would beable to link the account(s) for which they wishto vote on.

· The list of accounts should be mailed [email protected] and on approvalof the accounts they would be able to cast theirvote.

· A scanned copy of the Board Resolution andPower of Attorney (POA) which they haveissued in favour of the Custodian, if any, shouldbe uploaded in PDF format in the system for thescrutinizer to verify the same.

II. Members may note that the Notice of the 21st AnnualGeneral Meeting and Annual Report for the financialyear ended 2015-16 will also be available on theCompany’s website www.srusteels.in for theirdownload.

III. The remote e-voting period commences on Tuesday,September 27, 2016 (9:00 am) and ends on Thursday,September 29, 2016 (5:00 pm). During this periodmembers of the Company, holding shares either inphysical form or dematerialized form, as on the cut-off date of Friday, September 23, 2016, may casttheir vote by remote e-voting. The remote e-votingmodule shall be disabled by CDSL for votingthereafter. Once the vote on a resolution is cast bythe member, the member shall not be allowed tochange it subsequently.

IV. The members who have cast their vote by remote e-voting prior to the Annual General Meeting may alsoattend the Annual General Meeting but shall not beentitled to cast their vote again.

V. Since the Company is required to provide membersthe facility to exercise their right to vote by electronicmeans, the shareholders of the Company, holdingshares either in physical form or in dematerializedform, as on cut-off date Friday, September 23, 2016and not casting their vote electronically may onlycast their vote at the Annual General Meeting throughballot paper.

VI. The Board of Directors of the Company has appointedM/s Avinash Pandey & Associates, PracticingCompany Secretaries as Scrutinizer to scrutinize thepoll and remote e-voting process in a fair and


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transparent manner and he has communicated hiswillingness to be appointed and will be available forsame purpose.

VII. The Chairman shall, at the Annual General Meeting,at the end of discussion on the resolutions on whichvoting to be held, allow voting with the assistanceof scrutinizer, by use of “Ballot Paper” for all thosemembers who are present at the Annual GeneralMeeting but have not cast their votes by availing theremote e-voting facility.

VIII. The Scrutinizer shall, immediately after the conclusionof voting at the Annual General Meeting, first countthe votes cast at the meeting, thereafter unblock thevotes cast through remote e-voting in the presenceof at-least two persons not in the employment of theCompany and make not later than 48 hours from theconclusion of the meeting a consolidated Scrutinizer’sreport of the total cast in favour or against, if any,to the Chairman or a person authorised by him inwriting who shall countersign the same.

IX. The results shall be declared on or after the AnnualGeneral Meeting. The results declared along with theScrutinizer’s Report shall also be placed on theCompany’s website www.srusteels.in and on thewebsite of CSDL within 48 hours form the passingof the resolutions at the Annual General Meeting andthe same shall also be simultaneously communicatedto the Stock Exchange(s), where the equity sharesof the Company are listed.

X. In case you have any queries or issues regarding e-voting, you may refer to ‘Frequently Asked Questions’(FAQs) and ‘e-voting user manual’ available in thedownloads section of CSDL’s e-voting websitewww.evotingindia.com, under help section or writean email to [email protected].

XI. If you are already registered with CDSL for e-votingthen you can use your existing User ID and Passwordfor casting vote.

XII. Login to e-voting website will be disabled upon fiveunsuccessful attempts to key-in the correctpassword. In such an event, you will need to gothrough ‘Forgot Password’ option available on thesite to reset the same.

XIII. Your Login ID and password can be used by youexclusively for e-voting on the resolutions placed by

the companies in which you are shareholder.

22. In terms of Section-149 of the Companies Act, 2013,the provis ions of retirement by rotation are notapplicable to independent directors. Therefore Ms.Richa Agarwal, Managing Director, retire by rotationand being eligible offers herself forre-appointment at the ensuing Annual General Meeting.

23. M/s B.M Sharma and Associates, CharteredAccountants have submitted their certif icateexpressing their eligibility for re-appointment asStatutory Auditor of the Company in term of Section139(1) of the Companies Act, 2013 and Rules madethereunder.

24. The Register of Directors’ and Key ManagerialPersonnel and their shareholding maintained underSection 170 of the Companies Act, 2013, the Registerof Contracts or arrangements in which the directorsare interested under Section 189 of the CompaniesAct, 2013, will be available for inspection by themembers at the Annual General Meeting.

25. Relevant documents referred to in the accompanyingNotice, as well as Annual Reports and AnnualAccounts of the Company are open for inspection atthe Registered Office of the Company, during theoffice hours, on all working days between 9.30 A.M.to 1.00 P.M. upto the date of Annual General Meeting.

26. The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29,2011 respectively), has undertaken a ‘Green Initiativein Corporate Governance’ and allowed companies toshare documents with its shareholders throughelectronic mode. Members are requested to supportthis green initiative by registering/uploading their emailaddresses, in respect of shares held in dematerializedform with their respective Depository Participant andin respect of shares held in physical form with theCompany’s Registrar and Share Transfer Agents.



DIN: 00151223 DIN: 00986846


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EXPLANATORY STATEMENT IN RESPECT OF THESPECIAL BUSINESS PURSUANT TO SECTION 102 OFTHE COMPANIES ACT, 2013Item No.4To provide Loan, Guarantee, security andinvestmentYour Company, during the course of the its businessactivities, and in order to achieve greater financial flexibility,would be required to invest its surplus funds for optimalutilization, by way of giving loans(s) and/or givingguarantee(s) and/or providing security (ies) to any otherpersons and/ or any other body corporate(s) and/oracquisition of securities of any other body corporate(s).

It is therefore, proposed to authorise the Board of Directorsof the Company to invest by way of subscriptions and/or purchase of securities of other body corporate(s) andto grant loan(s), giving guarantee(s) and/or providingsecurity (ies) for an amount not exceeding 200 Crores(Rupees Two Hundred Crores Only) from time to time toone or more of the persons/entities/other bodycorporate(s).

Pursuant to Section 186 of the Companies Act, 2013 andRule 11 of the Companies (Meeting of Board and itsPowers) Rules, 2014 and other applicable provisions, ifany, the Company can make loans, give guarantees,provides securities to any other person/other bodiescorporate and make investments in the securities of other

bodies corporate to the extent of 60% of its paid up sharecapital and free reserves and security premium accountor 100% of free reserves and security premium account,whichever is higher, with the approval of the Board ofDirectors. Where the aggregate of loans and investmentsmade or proposed to be made, guarantees given orproposed to be given and securities provided or proposedto be provided exceeds the aforesaid limits, prior approvalof the shareholders is required by way of passing aspecial resolution.

The Board of Directors, therefore, recommends passingof this resolution as a Special Resolution.

None of the Directors of the Company or their relativesmay be deemed to be interested in the proposed resolution.

None of the key managerial personnel or their relativesmay be deemed to be interested in the proposed resolution.

The resolution is proposed for your consideration andapproval.



DIN: 00151223 DIN: 00986846

ANNEXURE TO ITEM- 02 OF THE NOTICERelevant details of Director Seeking appointment/re-appointment at Twenty First (21 st) Annual General Meeting (pursuant to Regulation 36(3) of SEBI\

(List ing Obligations and Disclosure Requirements) Regulation, 2015) and Secretarial Standard-2 of General Meeting are as follows:

Name of the Director Ms. Richa AgarwalDIN 00082722

Date of Birth 27/06/1985

Nationality Indian

Date of appointment on the Board 23/06/2014

Qualifications Graduate

Expertise in Specific Functional Area Having more than 7 years of experience in field of InteriorDesigner.Excellent relationship management skill coupled with extensivecontract in the industry, regulatory and business circles.Effectiveleadership and motivation skill for setting higher goals and standardsand driving the team to achieve the same. Providing direction andcounsel to the executive management for exceeding businesstargets.Strongly pursues for adhering and installing Company’s valuesin the workforce and promoting good governance culture across theorganization.

Number of shares held in the Company NIL

List of Directorships held in other companies Indraesh Developers Private Limited

Bahula Finvest Company Private Limited

Mahodari Finvest Company Private Limited

Chairman/Member of the Committees of theBoard of companies in which he is a Director NIL

Relationship between Directors inter-se N.A


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DIRECTORS’ REPORTTo the Members,

Yours Directors take pleasure in presenting the 21st

(Twenty First) Annual Report of your Company togetherwith the Audited Accounts for the year ended March 31,2016.

1. Financial Summary/ Performance of theCompany:

(Amount in )PARTICULARS CURRENT YR. PREVIOUS YR.

(2015-2016) (2014-2015)

Income 1,22,14,710 1,14,15,712Profit before 34,10,037 27,81,633Interest andDepreciation &AmortisationExpensesLess: Interest Nil NilDepreciation 5,82,119 3,98,667& AmortisationProfit before tax 28,27,918 23,82,966Current Tax 9,13,860 7,77,278Deferred Tax (49,618) (39,242)Net Profit after tax 19,63,676 16,44,930Sub: Total 19,63,676 16,44,930Appropriation: Nil NilSurplus carried to 19,63,676 16,44,930Balance SheetEPS 0.246 0.390

a) DividendIt is endeavor of your Company to make optimumuse of its funds for ongoing setup, Expansionand Working Capital requirements. Keeping inmind the aforesaid factors your Directors havedecided not to recommend any Dividend for theyear ended 31st March 2016.

b) Share CapitalThe paid up share capital of your Company ason March 31, 2016 was 7,99,19,000 dividedinto 79,91,900 equity shares of 10/- each.During the year under review, your Companyhas neither issued equity share capital withdifferential voting rights nor granted stock optionsnor sweat equity.

2. Operations Review and the state of affairsof the CompanyAs you are aware that your Company is engagedin the business of almost all kinds of varietiesof steels, stainless steels, mild steels, carbon

iron steel and acting as consignment agent etc.

The Company, during the Current financial year,would focus on all kinds of varieties of steelsetc. This would strengthen the generation andsustainability of revenue in the years to come.

Your Company achieved total revenue of1,22,14,710/- in 2015-16 (as against

1,14,15,712/- in (2014-15).

3. Transfer to ReservesYour Company has transferred a sum of 19,63,676/- to the General Reserves.

4. Listing of SharesYour Company equity shares are listed at Delhi StockExchange (Primary Stock Exchange), Ludhiana StockExchange and Ahmadabad Stock Exchange. Howeverthe Recognition of Delhi Stock Exchange withdrawnby SEBI w.e.f November 19, 2014 and Recognition ofLudhiana Stock Exchange withdrawn by SEBI w.e.fDecember 30, 2014.

The Company has due to non-operational of theabove said exchange filled an application to BombayStock Exchange (BSE) for listing of its securities andthe same is under process.

5. Subsidiary CompanyThe Company does not have any subsidiaryCompany.

6. Conservation Of Energy, Technology AbsorptionAnd Foreign Exchange Earnings And OutgoThe information relating to Conversion of energy,technology absorption, foreign Exchange Earning andoutgo, pursuant to section 134(3)(m) of theCompanies Act, 2013, read with Companies(Accounts) Rules, 2014 is enclosed as Annexure-I and forms par to this Report.

7. Details of Board MeetingDuring the year 10 (Ten) Board Meetings and 5 (Five)Audit Committee Meetings were convened and held.The details of which are given in the CorporateGovernance Report.

The intervening gap between the Meetings was withinthe period prescribed under the Companies Act, 2013.

Board meeting dates are f inalized in consultationwith all directors and agenda papers backed up bycomprehensive notes and detailed backgroundinformation are circulated well in advance before thedate of the meeting thereby enabling the Board totake informed decisions.

8. Extract of Annual ReturnPursuant to Section 92(3) of the Companies Act,2013 (‘the Act’) read with rule 12(1) of Companies(Management and Administration) Rules, 2014, extract


9

of Annual Return is annexed as ‘Annexure-II’.9. Managing the Risks of Fraud, Corruption and

Unethical Business PracticesVigil Mechanism / Whistle Blower PolicyOur Company has established a “Vigil Mechanism”for its employees and Directors, enabling them toreport any concerns of unethical behaviour,suspected fraud or violation of the Company’s codeof conduct.

To this effect the Board has adopted a “W histleBlower Policy” (W BP), which is overseen by theAudit Committee. The policy provides safeguardsagainst victimization of the whistle blower. Employeesand other shareholders have direct access to thechairman of the Audit Committee for lodging concernif any, for review.

The Board has formulated policy on Whistle Blowerand the same may be accessed at the web-link http://srusteels.in/pdfs/Vigil%20Mechanism.pdf.

10. Directors’ Responsibility StatementThe Board of Directors hereby confirm and acceptthe responsibility for the following in respect of theAudited Annual Accounts for the financial year endedMarch 31, 2016:

(a) that in the preparation of the annual accountsfor the financial year ending 31st March, 2016,the applicable accounting standards had beenfollowed along with proper explanation relatingto material departures;

(b) that the directors had selected such accountingpolicies and applied them consistently andmade judgements and estimates that arereasonable and prudent so as to give a true andfair view of the state of affairs of the Companyat the end of the financial year and of the profitand loss of the Company for that period;

(c) that the directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions ofthis Act for safeguarding the assets of theCompany and for preventing and detecting fraudand other irregularities;

(d) that the annual accounts/f inancial statementshave been prepared on a going concern basis;and

(e) that proper internal financial controls were inplace and that the f inancial controls wereadequate and were operating effectively;

(f ) that the directors had devised proper systemsto ensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.

11. Particulars of loans, guarantees or investmentsmade under Section 186 of the Companies Act,2013Details of Loans, Guarantees and Investments, if anycovered under the provisions of Section 186 of theAct are given in the notes to the Financial Statements.

There are no materially signif icant related partytransactions made by the Company which may havepotential conflict with the interest of the Company atlarge and thus disclosure in the Form AOC-2 is notrequired.

12. Auditorsi) Statutory Report and their Report

Pursuant to the requirement of Section 139 ofthe Companies Act, 2013, the appointment ofStatutory Auditors is to be ratif ied by themembers at every Annual General Meeting.Members are requested to ratify the appointmentof M/s B. M. Sharma and Associates, StatutoryAuditors of the Company for the financial year2016-2017.

The Company has received written consent andcertificate from M/s B.M Sharma & Associates,Chartered Accountants in keeping with therequirement of Section 139 of the CompaniesAct, 2013 and allied Rules thereunder.

The Notes on Financial Statements referred to inthe Auditors’ Report are self-explanatory and,therefore, do not call for further clarif ication.The Auditor’s Report for Financial year endedMarch 31, 2016 does not have any qualifications.

Explanation to comment in the IndependentAuditors Report

1. With reference to the comment made by the auditorsin Para (Vii)(b) of Annexure-1, the Board wishes tostate that a penalty of 4,22,000/- (Rupees FourLakh Twenty Two Thousand Only) has been raisedby Income tax Act departments for the assessmentyear 1998-99.

The Company has filed an appeal against said penaltywhich was pending before the Punjab and HaryanaHigh Court and your company has been advised thatno liability is crystallized on this account. The saidamount has been shown under the head contingentliabilities and commitments at note no. 2.19 in thefinancial statement for year ended on March 31,2016.

ii) Cost AuditorsPursuant to Section 148 of the Act, read withthe Companies (Cost Records and Audit)Amendment Rules, 2014, requirements of costauditors are not applicable to the Company.


iii) Secretarial Auditors and Secretarial AuditReportIn term so of Section 204(1) of Companies Act,2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules,2014, the Company has appointed M/s AnandNimesh & Associates, Company Secretaries,Delhi to do the secretarial audit of the Companyfor the financial year April 01, 2015 to 31 March,2016. The said firm has issued their consent todo the secretarial audit for the company for thesaid period.

Their appointment was informed to the Registrarof Companies, Delhi vide form MGT-14 dated 04th

September, 2015 vide SRN C63066583.

M/s Anand Nimesh & Associates, CompanySecretaries, have now completed their secretarialaudit and have issued their certificate as perprescribed format in MR-3 to the shareholdersof the Company, which is annexed to this Reportas Annexure-III.They have no observations in their report andhave confirmed that the Company has properboard processes and a compliance mechanismin place. They have also complied with therelevant statutes, rules and regulations applicableto the Company and with the applicablesecretarial standards.

iv) Internal AuditorsThe Board of Directors of your Company hasre-appointed M/s P. R. Shah & Associates,Chartered Accountants as the Internal Auditorsof the Company pursuant to the provisions ofSection 138 of the Companies Act, 2013 for thefinancial year 2016-17.

13. Related Party Transactions and Policy on RelatedParty TransactionsAll the transactions, if entered were on an arm’slength basis and were in the ordinary course ofbusiness and are in compliance of the provisions ofthe SEBI (LODR) Regulation, 2015. There are nomaterially significant related party transactions madeby the company which may have potential conflictwith the interest of the Company at large and thusdisclosure in Form AOC-2 is not required.

Omnibus approvals are obtained for related partytransactions which are repetitive in nature. In respectof unforeseen transactions, specific approvals wouldbe taken, if required.

All related party transactions are approved/ reviewedby the Audit Committee on quarterly basis, with allthe necessary details and are presented to the Boardand taken on record.

The Board has formulated policy on Related PartyTransactions and it may be accessed at the websiteof the company i.e. www.srusteels.in

14. Internal Financial ControlThe Company has in place an established internalcontrol system to ensure proper recording of financial& operational information, compliance of variousinternal control and other regulatory/statutorycompliances. All internal Audit findings and controlsystems are periodically reviewed by the AuditCommittee of the Board of Directors, which providesstrategic guidance on internal control.

15. Risk Management PolicyIn Compliance with the requirement of the CompaniesAct, 2013 the Company has put in place RiskMinimization and Assessment Procedure. In order toeffectively and efficiently manage risk and addresschallenges, the Company has formulated RiskManagement Policy.

The objective of any r isk identif ication andassessment process is to evaluate the combinationof likehood and level of negative impacts from anevent. The three main components of risk assessmentare business r isk, service/operational risk andexternal risk.

The Company manages the risk in line with currentrisk management best practices.

This facilities the achievement of our objectives,operational effectiveness and eff iciency, protectionof people and assets, informed decision–making andcompliance with applicable law and regulations.

The Board has formulated policy on Risk Managementpolicy on Risk Management and the same may beaccessed at the web-link http://srusteels.in/pdfs/Risk%20Management%20Policy.pdf.

16. Committees of Board(i) CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act,2013 read with Companies (Corporate SocialResponsibil ity Policy) Rules, 2014, everycompany having net worth of 500 Crores ormore, or turnover of 1000 Crores or a netprofit of 5 Crores or more during any financialyear shall constitute a Corporate Socialresponsibility Committee of the Board consistingof 3 or more directors, out of which at least oneshall be an Independent Director.

During the year under review, none of thecondition as prescribed under Section 135 ofthe Companies Act, 2013 read with Companies(Corporate Social Responsibility Policy) Rules,2014 are applicable to the company; hence theprovision is not applicable.

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(ii) Audit CommitteeYour Company has Audit Committee of Board ofDirectors, with Shri. Rajiv Mittal as Chairman,Shri Prem Prakash Agarwal, and Shri PankajJain as other members.

The terms of reference are confined to newCompanies Act 2013 &Regulation 18 of SEBI(Listing Obligations and Disclosure Requirement),Regulation, 2015.

The details of meetings with attendance thereofand terms of reference of Audit Committee havebeen provided in the Corporate GovernanceReport which forms part of this report.

(iii) Nomination and Remuneration CommitteeIn terms of Section 178 of the Companies Act,2013 (‘Act’) read with Companies (Meeting ofthe Board and its Power) Rules, 2014 andRegulation 19 of SEBI (Listing Obligations andDisclosure Requirement), Regulation, 2015, yourCompany has in place duly constituted Nominationand Remuneration Committee. The details of thecomposition of the committee along with otherdetails are available in the Corporate Governancewhich is forming part of this Annual Report.

The details of the Remuneration Policy are givenas ‘Annexure-IV’ forming part of this Report.

It is hereby affirmed that the Remuneration paidis as per the Remuneration Policy of theCompany.

(iv) Stakeholder Relationship CommitteeThe Company has also formed Stakeholder’sRelationship Committee in compliance to theCompanies Act, 2013 &Regulation 20 of SEBI(Listing Obligations and Disclosure Requirement),Regulation, 2015. The details about thecomposition of the said committee of the Boardof Directors alongwith attendance thereof hasbeen provided in the Corporate GovernanceReport forming part of this report.

17. Declaration from Independent Directors onAnnual BasisAs required under Section 149(7) of the CompaniesAct, 2013 all the Independent Directors on the Boardof the Company have individually issued their annualdeclaration stating that they meet all the criteria ofindependence as required under the Act.

18. Directors& Key Managerial Personneli) Retirement by Rotation

In accordance with the provisions of Section152 of the Companies Act, 2013 and Article ofAssociation of the Company read withCompanies (Appointment and Qualification of

Directors) Rules, 2014 Ms. Richa Agarwal (Din:00082722) retires by rotation at the ensuingAnnual General Meeting and being eligible, offersherself for re-appointment. The details asrequired under Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements)Regulation, 2015 regarding Ms. Richa Agarwalare provided in the 21st Annual General Meeting.The Board recommends her re-appointment.

ii) AppointmentMs. Shalini, who was appointed by the Board ofDirectors as a Company Secretary & Complianceofficer of the Company pursuant to Section 203of the Companies Act, 2013 read with Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 and in terms of Regulation6 of SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015w.e.f May 15,2016.

iii) CessationDuring the year under review Ms. Sonam Singhal,Company Secretary and Compliance Officer ofthe Company was resigned from the Companyw.e.f December 31, 2015.

iv) Woman DirectorIn terms of Section 149 of the Companies Act,2013 read with Companies (Appointment andQualif ication of Directors) Rules, 2014 andRegulation 17 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulation, 2015,the Company has appointed Ms. Richa Agarwal(DIN: 00082722) who is serving on the Board ofthe Company, since the year 2014.

v) Independent DirectorsAll independent Directors hold office for a fixedperiod of five years and are not liable to retireby rotation. The Company has receiveddeclarations from all the Independent Directorsof the Company confirming that they meet thecriteria of independence as prescribed underSection 149(6) of the Companies Act, 2013 andRegulation 16(1) (b) of the SEBI (ListingObligations and Disclosure Requirements)Regulation, 2015. The terms of appointment ofIndependent Directors as available in theCompany’s web site www.srusteels.in.

vi) Separate Meeting of Independent DirectorsA separate meeting of Independent Directors forthe year 2015-2016 was held on 12th February,2016. The Independent Directors activelyparticipated and provided guidance to theCompany in all it spheres.

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19. Evaluation of the Board’s PerformancePursuant to the provisions of the Companies Act,2013 and Regulation 17 of the SEBI (Listing Obligationand Disclosures Requirements) Regulation, 2015, theBoard has carr ied out an annual performanceevaluation of its own performance, the directorsindividually as well as the evaluation of the workingof its Audit, Nomination & Remuneration andCompliance Committees.

A Separate meeting of the independent directors(Annual Independent Director meeting) was convened,which reviewed the performance of the Board (asa whole), the non- independent directors and thechairman. Post of Annual ID meeting, the collectivefeedback of each of the independent directors wasdiscussed by the Chairman of the Nomination andRemuneration Committee with the Board’s Chairmancovering performance of the Board as a wholeperformance of the non-independent directors andperformance of the Board Chairman.

20. Explanation or Comment or qualification,reservation or adverse remarks or disclaimersmade by the Auditors in their report.There were no qualifications, reservation or adverseremarks made by the Auditors in their respectivereports.

21. Fixed DepositYour Company has not invited or accepted any fixeddeposits from the public in terms of Section 73 of theCompanies Act, 2013 read with Companies(Acceptance of Deposits) Rules, 2014.

22. Significant and material orders passed by theregulatorsDuring the year under review, an order has beenpassed by the respective Hon’ble High Court of Delhiin pursuance of Section 391 to 394 of the CompaniesAct, 1956 relating to merger of 7 (Seven) Companies(Transferor’s Companies) with your company(Transferee Company) expect this there no significantand material orders were passed by the regulatorsor courts or tribunals impacting the going concernstatus and Company’s operations.

23. Corporate GovernanceAs per the requirement of Regulation 34(3) of SEBI(Listing Obligations and Disclosure Requirements)Regulation, 2015 executed with the StockExchange(s), a report on Corporate Governance isannexed, which forms part of this Annual Report. Acertificate from a Statutory Auditor of the Companyconfirming compliance with the conditions of CorporateGovernance is also annexed.

24. Management Discussion & Analysis ReportManagement Discussion & Analysis Report is toannexed forming part of this Annual Report.

25. Sexual Harassment of Woman at work placeThe Company has zero tolerance for sexualharassment at workplace and has formulated a policyon Prevention, Prohibition and Redressal of Sexualharassment at the workplace, in line with theprovisions of the Sexual Harassment of woman atworkplace (Prevention, Prohibition and Redressal)Act, 2013 and rules there under.

The Policy aim to provide protection to employees atthe workplace and prevent and redress complaintsof sexual harassment and for matters connected orincidental thereto, with the objective of providing asafe working environment, where employees feelsecure.

The Company has also constituted an internalComplaints Committee, to inquire into complaints ofsexual harassment and recommend appropriateaction.

There were no complaint received from any employeeduring the f inancial year 2015-2016 and hence nocomplaint is outstanding as on March 31, 2016.

26. Independent Director’s familiarisationProgrammeAs per requirement under the provisions of Section178 of the Companies Act, 2013 read with Companies(Meeting of the Board and is powers) Rules, 2014and SEBI (LODR), your Company had adopted afamiliarisation programme for independent directorsto familiarise them with the Company, their role, rights,responsibilities in the Company, nature of the industryin which the Company operates, business model,management structure, industry overview, internalcontrol system and processes, risk managementframework, functioning of various divisions, HRManagement etc.

Your company aims to provide its independentDirectors, insight into the Company enabling them tocontribute effectively.

The details of familiar isation program may beaccessed at the web-link http://srusteels.in/pdfs/FAMILIARISATION_PROGRAMME_ FOR _ INDEPENDENT_ DIRECTORS (1).pdf.

27. Particulars of EmployeesIn terms of the provision Section 197(12) of theCompanies Act, 2013 read with Rule 5(2) and 5(3)of Companies (Appointment and Remuneration ofManagerial Personnel), Amendment Rules, 2016, astatement showing the names and other particularsof the top ten employees and the employees drawing

12


remuneration in excess of the limits set out in thesaid rules is enclosed as ‘Annexure-V’ and formspart of this Report.

28. Managerial RemunerationThe information required under Section 197(12) ofthe Companies Act, 2013 read with Rules 5 of theCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, is provided in‘Annexure-VI’, forming part of this report.

29. Material changes and commitments affectingthe financial position of the Company after 31March 2016There has been no material Change and Commitmentaffecting the financial position of the company whichhave occurred between the end of the financial yearof the company to which the f inancial statementsrelate and the date of the report.

30. Buy Back of SecuritiesThe Company has not bought back its securitiesduring the year under review.

31. Sweat EquityThe Company has not issued any Sweat Equityshares during the year under review.

32. Bonus SharesNo Bonus shares were issued during the year underreview.

33. Employee Stock Option SchemeThe Company has not provided any Stock OptionScheme during the year under review.

34. Change in the nature of Business, if anyThere has been no material change in the nature ofbusiness during the period under review.

35. Secretarial StandardsAs on March 31, 2016 the Secretarial Standard 1 &2 on Board Meeting have been notif ied and theCompany has complied with the requirements of thesaid Secretarial Standards.

A Certificate of compliances issued by the SecretarialAuditor M/s Anand Nimesh & Associates is enclosedas Annexure-III’ and forms part of this Report.

AcknowledgementsThe Directors place on record their appreciation for theassistance, help and guidance provided to the Companyby the Bankers and Authorities of State Government andCentral Government from time to time. The Directors alsoplace on record their gratitude to employees andshareholders of the Company for their continued supportand confidence reposed in the management of theCompany.



DIN: 00151223 DIN: 00986846

13


Annexure-IInformation as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2016

A. Conservation of Energy(i) the steps taken or inpact on conservation of energy N.A

(ii) the steps taken by the company for utilising alternate sources of energy: N.A

(iii) the capital investment on energy conservation equipments: N.A

B. Technology absorption(i) the efforts made towards technology absorption: N.A

(ii) the benefit derived like product improvement, cost reduction, product developmentor import substitution: N.A

(iii) in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year N.A

a) the details of technology imported; N.A

b) the year of import; N.A

c) whether the technology been fully absorbed N.A

d) if not fully absorbed, area where absorption N.Ahas not taken place, and the reasons thereof; andthe expenditure incurred on Reserch and Development N.A

Note:Since your Company has not involved in manufactuirng operations, the requirements pertaining to disclosure ofparticulars relating toconservation of energy, research & developtment and technology absorption, as prescribedunder the Companies (Accounts) Rules, 2014 are not applicable.

C. Foreign Exchange Earning and outgoThe company does not have any export sale, hence the respective point is not applicable.

Amount In

Particulars Financial Year ended Financial Year endedMarch 31, 2016 March 31, 2015

Foreign Exchange Earned Nil NilForeign Exchange used Nil Nil

For and on behalf of the Baord For and on behalf of the BaordPlace: New Delhi SRU Steels Limited SRU Steels LimitedDate: August 13, 2016

Sd/- Sd/-Ramesh Agarwal Naresh Kumar Garg

Managing Director Director & ChairmanDIN: 00151223 DIN: 00986846

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15

Annexure-IINMGT-9

EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2016Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1)

of the Companies (Management & Administration) Rules, 2014

I REGISTRATION & OTHER DETAILS:1 CIN L17300DL1995PLC107286

3 Name of the Company SRU STEELS LIMITED

4 Category/Sub-category of the Company Company having Share Capital

5 Address of the Registered office & Contact details 416-417-432, RAJENDRA JAINATOWER-I PLOT NO. 18, WAZIRPURSHOPPING COMPLEX, DELHI-110052

6 Whether listed Company Yes

7 Name, Address & contact details of the BEETAL FINANCIAL & COMPUTERRegister & Transfer Agent, if any SERVICES PRIVATE LIMITED

3RD FLOOR, 99 MADANGIRNEW DELHI-110062

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :All the business activities contributing 10 % or more of the total turnover of the company shall be stated:SN Name and Description of NIC Code of the % to total turnover

main products / services Product/ service of the company

1 Ferrous and Non- Ferrous Alloys 46109- The Company is primarily 100engaged in the business of“Trading of Stainless Steels

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :SNo. Name and Address of the Company CIN/GLN Holding/ % of shares held Applicable Section

Subsidiary/Associates

1 N.A. N.A. N.A. N.A. N.A.2 N.A. N.A. N.A. N.A. N.A.


2 Registration Date 11/09/1995

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):I. Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

Category C a t e g o r y o f S h a r e h o l d e r s D e m a t P h y s i c a l T o t a l % o f D e m a t P h y s i c a l T o t a l % o f % C h a n g eC o d e T o t a l S h ar e s T o t a l S h ar e s d u r i n g

t h e ye ar( A ) Promot er and

Promot er Gr oup 2

1 I n di a n(a ) Individuals/ Hindu Undivided Family 0 0 0 0 0 0 0 0 0(b ) Central Government/ State Government(s) 0 0 0 0 0 0 0 0 0(c) Bodies Corporate 0 1547000 1547000 19.36 0 1547000 1547000 19.36 0(d ) Financial Insti tutions/ Banks 0 0 0 0 0 0 0 0 0(e ) Any Others(Specify) 0 0 0 0 0 0 0 0 0

Sub Total (A) (1) 0 1547000 1547000 19.36 0 1547000 1547000 19.36 02 F o r e i g na Indi v iduals (Non-Res idents Indi v idu als /

Forei gn Indi v id uals ) 0 0 0 0 0 0 0 0 0b Bodies Corporate 0 0 0 0 0 0 0 0 0c Institutions 0 0 0 0 0 0 0 0 0d Quali fied Foreign Investor 0 0 0 0 0 0 0 0 0e Any Others (Specify) 0 0 0 0 0 0 0 0 0

0Sub Total (A) (2) 0 0 0 0 0 0 0 0 0Tot al Sharehol di ng of Pr omoterand Pr omot er Gr oup( A) = ( A) (1)+ ( A) (2) 0 1547000 1547000 19.36 0 1547000 1547000 19.36 0

( B ) Publ ic sharehol ding1 I n st i t ut i o ns(a ) Mutual Funds/ UTI 0 0 0 0 0 0 0 0 0(b ) Financial Insti tutions / Banks 0 0 0 0 0 0 0 0 0(c) Central Government/ State Govt(s) 0 0 0 0 0 0 0 0 0(d ) Venture Capital Funds 0 0 0 0 0 0 0 0(e ) Insurance Companies 0 0 0 0 0 0 0 0 0(f) Foreign Institutional Investors 0 0 0 0 0 0 0 0 0(g ) Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0(h ) Quali fied Foreign Investor 0 0 0 0 0 0 0 0 0

Sub- Tot al (B) (1)B 2 No n- i n st i t ut i o ns(a ) Bodies Corporate 0 996500 996500 12.47 0 996500 996500 12.47 0.00(b ) IndividualsI Individuals -i . Individual shareholders holding

nominal share capital up to 1 lakh 10000 748900 758900 9.50 10000 757800 767800 9.61 0.11II i i. Individual shareholders holding nominal

share capital in excess of 1 lakh. 0 3729000 3729000 46.66 2093000 1627100 3720100 46.55 -0.11(c) Others (Specify) 8500 952000 960500 12.01 831000 129500 960500 12.01 0.00

Sub- Tot al (B) (2) 18500 6426400 6444900 80.64 2934000 3510900 6444900 80.64 0.00( B ) Tot al Publi c Shar ehol ding

( B) = ( B) (1)+ ( B) (2) 18500 6426400 6444900 80.64 2934000 3510900 6444900 80.64 0.00TOTAL ( A) + (B) 18500 7973400 7991900 100 2934000 5057900 7991900 100.00 0.00

( C ) Shar es held by Custodi ans andagainst whi ch Deposit ory Recei pt shave been issued

1 Promoter and Promoter Group 0 0 0 0 0 0 0 0 02 Public 0 0 0 0 0 0 0 0 0

Sub-Total ( C ) 0 0 0 0 0 0 0 0 0GRAND TOTAL (A) +( B) + (C) 18500 7973400 7991900 100 2934000 5057900 7991900 100.00 0.00

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S. Shareholder’s Name No. of % of % of shares No. of % of % of shares % changeNo. Shares total pledged/ Shares total pledged/ in share

Shares encum- shares of encum- hold-of the bered to the bered to ing during

company totalshares company totalshares the year1 MM Fiscal Services Pvt Ltd. 1547000 19.36 0 1547000 19.36 0 0

Shareholding at the beginning of the year S h a re ho l d i n g a t th e e nd o f the ye a r(ii) Shareholding of Promoters

(iii) Change in Promoters’ Shareholding (Please specify, if there is no change)

S. Name of the Date Reason No. of % of No. of % ofNo. Shareholder Shares total Shares total

Shares shares ofof the the

company companyAt the beginning of the yearDate wise increase/decrease in No ChangeAt the end of the year

Sharehold in g at the beginning o f the year Commula tive Shar ehol d ing dur i ng t he y ear

(iv) Shareholding of Directors and Key Managerial Personnel

S. Shareholding of each Direcgtors Number of % of total Number of % of totalNo. and each Key Managerial Shares Share of Shares Share of

Personnel the Company the Company1 PREM PRAKASH AGARWAL 38500 0.48 38500 0.482 ASHOK KUMAR MAHAWAR 29000 0.36 29000 0.36

Shareholding at the beginning of the year Commulative Shareholding during the year

V INDEBTEDNESSIndebtedness of the Company including interest outsanding/accured but not due for payment: (Amount in )

Particulars Unsecured Deposits TotalLoans Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii)

Change in Indebtedness during the financial yearAdditionReductionNet Charge

Indebtedness at the end of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii)

NIL

17


VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director , Whole-time Director and/or Manager

(Amount in )

S.No Particulars of Remuneration Name of the Total AmountMD/WTD/Manager

Ramesh Agarwal

1 Gross Salary 7,50,000 7,50,000(a) Salary as per provisions contained

in section 17(1) of theincome tax Act, 1961 0 0

(b) Value of perquisites u/s 17(2)income tax Act, 1961 0 0

(c) Profit in lieu of salary underSection 17(3) Income-Act, 1961 0 0

2 Stock Option 0 03 Sweat Equity 0 04 Commission 0 0

as % profit 0 0other, specify 0 0

5 others, please specify 0 0TOTAL (A) 7,50,000 7,50,000

B. Remuneration to other Directors(Amount in )

S.No Particulars of Remuneration Name of the Directors Total AmountRajiv Mittal Pankaj Jain Prem Ashok

Prakash KumarAgarwal Mahawar

Independent Directors1 Fee for attending board & Committee meetings NIL NIL NIL NIL NIL

Commissionothers, please specify NIL NIL NIL NIL NILTotal (1) NIL NIL NIL NIL NIL

2 Other Non-Executive DirectorsFee for attending board & Committee meetings NIL NIL NIL NIL NILCommission NIL NIL NIL NIL NILother, please specify NIL NIL NIL NIL NILTotal (2) NIL NIL NIL NIL NILTotal (B)= (1+2) NIL NIL NIL NIL NILTOTAL MANAGERIAL REMUNERATION NIL NIL N I L N I L N I L

18


19

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD(Amount in )

S.No Particular of Remuneration1 Gross Salary CS CFO Total

(a) Salary as per provision contained in section17(1)of the income tax Act, 1961 2,65,000 2,14,500 4,79,500

b) Value of perquisites u/s 17(2) ofIncome Tax Act, 1961 0 0 0

(c ) Profit in lieu of salary under section 17(3)income-tax Act, 1961 0 0 0

2 Stock Option 0 0 0

3 Sweat Equity 0 0 0

4 Commission 0 0 0

as % of profit 0 0 0

others specify 0 0 0

5 Others, Specify 0 0 0

Total 2,65,000 2,14,500 4,79,500

D Shareholding Pattern of top ten Shareholders(other than Directors, Promoters and Holders of GDRs and ADRS):

S. For Each of the Top 10 Number % of total Date of Increase/ % Reason No. % of totalNo. Shareholders of shares Shares of increase/ (Decrease) change of Shares of

the decrease in share shares theCompany in share holding Company

holding (as perweeklybenpos)

1 R.L Agarwal & SonsSecuri t ies Pvt.Ltd. 9 7 6 5 0 0 1 2 . 2 1 8 6 1 - A p r - 1 5 0 0 N . A 9 7 6 5 0 0 1 2 . 2 1 8 6

31-Mar-16 9 7 6 5 0 0 1 2 . 2 1 8 62 Sat ish Agarwal 8 7 1 5 0 0 1 0 . 9 0 4 8 1 - A p r - 1 5 8 7 1 5 0 0 1 0 . 9 0 4 8

2 5 - S e p - 1 5 - 8 7 1 0 0 0 1 0 . 8 T r a n s f e r 5 0 0 0 . 0 0 6 32 0 - N o v - 1 5 8 7 1 0 0 0 1 0 . 8 T r a n s f e r 8 7 1 5 0 0 1 0 . 9 0 4 82 7 - N o v - 1 5 5 0 0 0 . 0 0 6 2 T r a n s f e r 8 7 2 0 0 0 1 0 . 9 1 1 031-Mar-16 8 7 2 0 0 0 1 0 . 9 1 1 0

3 Sat ish Agarwal HUF 8 2 2 5 0 0 1 0 . 2 9 1 7 1 - A p r - 1 5 8 2 2 5 0 0 1 0 . 2 9 1 72 5 - S e p - 1 5 - 8 2 2 5 0 0 1 0 . 2 9 T r a n s f e r 0 0 . 0 0 0 02 0 - N o v - 1 5 1 6 4 5 0 0 0 2 0 . 5 8 T r a n s f e r 1 6 4 5 0 0 0 2 0 . 5 8 3 32 7 - N o v - 1 5 - 8 2 2 5 0 0 1 0 . 2 9 T r a n s f e r 8 2 2 5 0 0 1 0 . 2 9 1 731-Mar-16 8 2 2 5 0 0 1 0 . 2 9 1 7

4 Uma Agarwal 5 1 8 0 0 0 6 . 4 8 1 6 1 - A p r - 1 5 5 1 8 0 0 0 6 . 4 8 1 62 5 - S e p - 1 5 - 5 1 7 4 0 0 6 . 4 7 T r a n s f e r 6 0 0 0 . 0 0 7 52 0 - N o v - 1 5 5 1 7 4 0 0 6 . 4 7 T r a n s f e r 5 1 8 0 0 0 6 . 4 8 1 62 7 - N o v - 1 5 6 0 0 0 . 0 0 7 T r a n s f e r 5 1 8 6 0 0 6 . 4 8 9 131-Mar-16 5 1 8 6 0 0 6 . 4 8 9 1

Shareholding at thebeginningof the year

Cumulatiave shareholdingduring the year


S. For Each of the Top 10 Number % of total Date of Increase/ % Reason No. % of totalNo. Shareholders of shares Shares of increase/ (Decrease) change of Shares of

the decrease in share shares theCompany in share holding Company

holding (as perweeklybenpos)

Shareholding at thebeginningof the year

20

A. COMPANYPenaltyPunishmentCompoundingB. DIRECTORPenaltyPunishmentCompoundingC. OTHER OFFICER IN DEFAULTPenaltyPunishmentCompounding

NIL

VII) PENALTIES/PUISHMENT/COMPUNDING OF OFFENCES

Type Section of the Brief Detail of Authority(RD/NC)Companies Description penalty /Punis LT/Court)

Act hment /Compunding fees

imposed

5 Apoorv Agarwal 3 9 2 0 0 0 4 . 9 0 5 1 - A p r - 1 5 3 9 2 0 0 0 4 . 9 0 52 5 - S e p - 1 5 - 3 9 1 3 0 0 4 . 8 9 T r a n s f e r 7 0 0 0 . 0 0 8 82 0 - N o v - 1 5 3 9 1 3 0 0 4 . 8 9 T r a n s f e r 3 9 2 0 0 0 4 . 9 0 5 02 7 - N o v - 1 5 7 0 0 0 . 0 0 8 T r a n s f e r 3 9 2 7 0 0 4 . 9 1 3 731-Mar-16 3 9 2 7 0 0 4 . 9 1 3 7

6 Arpit Agarwal 311500 3.8977 1-Apr-15 311500 3.897725-Sep-15 -311100 3.89 Transfer 400 0.005020-Nov-15 311100 3.89 Transfer 311500 3.897727-Nov-15 400 0.005 Transfer 311900 3.902731-Mar-16 311900 3.9027

7 Rajiv Ranjan Gupta 100000 2.7568 1-Apr-15 100000 2.7568NIL MOVEMENT DURING THE YEAR31-Mar-16 100000 1.2513

31-Mar-16 71000 0.88849 Bajrang Lal Chauhan 70000 0.8759 1-Apr-15 70000 0.8759

25-Sep-15 100 0.0012 Transfer 70100 0.875920-Nov-15 -100 0.0012 Transfer 70000 0.875927-Nov-15 100 0.0012 Transfer 70100 0.875931-Mar-16 70100 0.8771

10 Sushil Goel 70000 0.8759 1-Apr-15 70000 0.8759NIL MOVEMENT DURING THE YEAR

31-Mar-16 70000 0.8759


8 Ganesh Yadav 71000 0.8884 1-Apr-15 71000 0.8884NIL MOVEMENT DURING THE YEAR

Annexure-IIIAnand Nimesh & Associates

(Company Secretaries)

183B, Second Floor, Gurudwara RoadWest Guru Angad Nagar, Laxmi Nagar, Delhi-110092

M: 9868782243, 8447407137E-mail: [email protected]

FORM MR-3SECRETARIAL AUDIT REPORT

(For the f inancial year ended 31st March 2016)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014]

To,The MemberSRU Steels Limited416-417-432, Rajendra Jaina Tower-1,Plot No. 18, Wazirpur, Shopping Complex, Delhi

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence togood corporate practices by SRU Steels Limited (hereinaf ter called the “Company”). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintainedby the Company and as produced before us, and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, theCompany has, during the audit period ended on 31st Day of March 2016, (the audit period) complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by SRUSteels Limited (“The Company”) and as produced before us for the period ended on 31st Day of March 2016,according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there under;II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;IV. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

(‘SEBI Act’) to the extent applicable to the Company:-a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;b. The Securities and Exchange Board of India (Prohibition of Insider Trading) regulations, 2015;c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009; (Not applicable during audit period)d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999; (Not applicable during audit period)e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(Not applicable during audit period)f . The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulation, 2009; (Not applicable

during audit period)h. The Securities and Exchange Board of India (Buy Back of Securities) Regulation, 1998; (Not applicable

during audit period)

21


V. Other laws applicable to the Company1. The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act, 20132. The Income Tax Act, 19613. Service Tax

“Other laws applicable to the Company as per the representations made by the Company”We have also examined compliance with the applicable clauses of the following:

(i ) Secretarial Standards issued by The Institute of Company Secretaries of India.(ii) The Listing Agreements & Securities and Exchange Board Of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 entered into by the Company with the Delhi Stock Exchange Limited.However, the shares of the company was listed at Delhi Stock Exchange Limited, Ahmadabad Stock Exchange Limited,The Ludhiana Stock Exchange Ltd., but Recognition of Delhi Stock Exchange Limited, The Ludhiana Stock ExchangeLtd has been withdrawn by the SEBI.However the Company has filed an application to Bombay Stock Exchange Limited (BSE) for listing of its securities,the same is under process.During the period under review and as per the explanations and clarifications given to us and the representationsmade by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, Listing Agreement or Regulations etc. mentioned above.We further report that:The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The changes in the Composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.Adequate notice to schedule the Board Meetings, agenda and detailed notes on agenda were sent to all directorsat least seven days in advance or within prescribed time as the case may be, and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meeting and for meaningful participationat the meetingDecisions at the Board Meetings, as represented by the management and explanations given to us, were takenunanimously/requisite majority. As per the minutes of the meetings, duly recorded and signed by the Chairman, thedecisions of the Board were unanimous and no dissenting views have been recorded.We further report that, as representation made by the Management of the company and based on the informationreceived and records maintained by the Company, there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliance with applicable laws,rules, regulations and guidelines.

For Anand Nimesh & Associates(Company Secretaries)

Date: August 06, 2016 Sd/-Place: Delhi Anand Kumar Singh

(Partner)M. No- 24881CP No- 9404

*This report is to be read with our letter of even date which is annexed as’ Annexure A’ and forms anintegral part of this report.

22


‘ANNEXURE A’

To,The MemberSRU Steels Limited416-417-432, Rajendra Jaina Tower-1,Plot No. 18, Wazirpur, Shopping Complex, Delhi

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility isto express an opinion on these secretarial records based on our audit to the extant there are shown to us duringthe Audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance aboutthe correctness of the contents of the Secretarial records. The verification was done on test basis to ensurethat correct facts are reflected in secretarial records. We believe that the processes and practices, we followedprovide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of thecompany. Further we follow the norms of The Institute of the Company Secretaries Of India in this regard andwe rely on the Reports given by Statutory Auditors or other designated professionals in all f inancial Lawsincluding financial data’s.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rulesand regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacyor effectiveness with which the management has conducted the affairs of the company.

For Anand Nimesh & Associates(Company Secretaries)

Date: August 06, 2016 Sd/-Place: Delhi Anand Kumar Singh

(Partner)M. No- 24881CP No- 9404

23


Annexure-IVNOMINATION AND REMUNERATION & BOARD DIVERSITY POLICY

LEGAL FRAMEWORKThis Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the rules there under andClause 49 of the Listing Agreement. This policy has been approved by the Board of Directors on the recommendationof Nomination and Remuneration Committee of the Company.DEFINITIONSFor the purpose of this Policy:

‘Act’ shall mean the Companies Act, 2013; ‘Board’ shall mean the Board of Directors of SRU Steels Limited; ‘Committee’ shall mean the Nomination and Remuneration committee of the Company, constituted and reconstituted

by the Board from time to time; ‘Company’ shall mean SRU Steels Limited; ‘Directors’ shall mean the directors of the Company; ‘Independent Director’ shall mean a director referred to in Section 149 (6) of the Companies Act, 2013; ‘Key Managerial Personnel (KMP)’ shall mean the following:

(i) Executive Chairman and / or Managing Director (MD) and/or Manager(ii)Whole-time Director (WTD);(iii) Chief Financial Officer (CFO);(iv) Company Secretary (CS);(v) Such other officer as may be prescribed.

‘Senior Management’ shall mean personnel of the company who are members of its core management teamexcluding the Board of Directors. This would also include all members of management one level below theexecutive directors including all functional heads.Unless the context otherwise requires, words and expression used in this policy and not defined herein but definedin the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assignedto them therein.

OBJECTIVE & PURPOSEThe objective and purpose of this Policy are as follows:

To lay down criteria and terms and conditions with regard to identifying persons who are qualified to becomeDirectors (Executive and Non-Executive) and persons who may be appointed in Senior Management and KeyManagerial positions and to determine remuneration of Directors, Key Managerial personnel and Other employees.

To determine remuneration based on the Company’s size and financial position and trends and practices onremuneration prevailing in market.

To provide them reward linked directly to their efforts, performance, dedication and achievement relating to theCompany’s operations.

To retain, motivate and promote talent and to ensure long term sustainability of talented managerial personsand create competitive advantage.

SCOPE OF THE POLICYThe policy shall be applicable to the following in the Company:

Directors Key Managerial Personnel (KMP) Senior Management Other employees of the Company

CONSTITUTIONThe Board shall determine the membership of the Committee. The Committee will comprise at least three members ofnon- executive directors, a majority of whom shall be independent directors. One of the independent non-executive directorsshall be designated by the Board to serve as the Committee’s Chairman. The present composition of the Committee is:

1. Mr. Prem Prakash Agarwal Chairman2. Mr. Pankaj Jain Member3. Mr. Ashok Kumar Mahawar Member

GUIDELINES FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT1. Appointment criteria and qualifications:1.1 Letter of appointment shall be issued based on the recommendations of the Committee on the basis of the guidelines

for the same under the Companies Act, 2013 or the Company Internal policy.

24


1.2 The Committee shall identify and ascertain the integrity, qualification, expertise and experience for appointmentto the position of Directors, KMPs & Senior Management.

1.3 A potential candidate should possess adequate qualification, expertise and experience for the position he/she isconsidered for appointment. The Committee shall review qualifications, expertise and experience, as well as theethical and moral qualities possessed by such person, commensurate to the requirement for the position.

1.4 The Company shall not appoint or continue the employment of any person as whole time director who has attainedthe age of seventy years. Provided that the term of the person holding this position may be extended beyond theage of seventy years with the approval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extension of appointment beyondseventy years.

1.5 The Committee shall ensure that there is an appropriate induction & training programme in place for new directors,members of senior management, and KMP;

1.6 The Committee shall make recommendations to the Board concerning any matters relating to the continuation in officeof any director at any time including the suspension or termination of service of an executive director as an employeeof the Company subject to the provision of the law and their service contract.

1.7 The Committee shall recommend any necessary changes to the Board.2. Term / Tenure:I. Managing Director/W hole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director, Executive Director/Whole time Directorfor a term not exceeding five years at a time.No re-appointment shall be made earlier than one year before the expiry of term of the Director appointed.

II. Independent DirectorAn Independent Director shall hold office for a term up to five years on the Board of the Company and will be eligiblefor re-appointment on passing of a special resolution by the Company and disclosure of such appointment in theBoard’s report.No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shallbe eligible for re- appointment in the Company as Independent Director after the expiry of three years from the dateof cessation as such in the Company.The Committee shall take into consideration all the applicable provisions of the Companies Act, 2013 and the relevantrules, as existing or as may be amended from time to time.

3. EvaluationThe Committee shall carry out the evaluation of performance of the every Director, KMP and Senior ManagementPersonnel at regular interval; but at least once a year.

4. RemovalDue to reasons for any disqualification mentioned in the Companies Act, 2013 and rules made there under or underany other applicable Act, rules and regulations, the Committee may recommend to the Board with reasons recordedin writing, removal of a director, KMP or senior management personnel or functional heads, subject to the provisionsand compliance of the Act, rules and regulations.

5. RetirementThe director, KMP, senior management & functional heads shall retire as per the applicable provisions of theCompanies Act, 2013 along with the rules made there under and the prevailing policy of the Company. The Boardwill have the discretion to retain the Directors, KMPs & Senior Management even after attaining the retirement age,for the benefit of the Company.

6. Diversity on the Board of the CompanyThe Company aims to enhance the effectiveness of the Board by diversifying it and obtain the benefit out of it bybetter and improved decision making. In order to ensure that the Company’s boardroom has appropriate balance ofskills, experience and diversity of perspectives that are imperative for the execution of its business strategy, theCompany shall consider a number of factors, including but not limited to skills, industry experience, background, raceand gender.The Policy shall confirm with the following two principles for achieving diversity on its Board:

Decisions pertaining to recruitment, promotion and remuneration of the directors will be based on their performanceand competence; andFor embracing diversity and being inclusive, best practices to ensure fairness and equality shall be adopted and thereshall be zero tolerance for unlawful discrimination and harassment of any sort whatsoever.In order to ensure a balanced composition of executive, non-executive and independent directors on the Board, theCompany shall consider candidates from a wide variety of backgrounds, without discrimination based on the followingfactors:

Gender - The Company shall not discriminate on the basis of gender in the matter of appointment of director onthe Board. The Company encourages the appointment of women at senior executive levels to achieve a balancedrepresentation on the Board.

25


Age - Subject to the applicable provisions of Companies Act, 2013, age shall be no bar for appointment of anindividual as director on the Board of the Company.

Nationality and ethnicity - The Company shall promote having a boardroom comprising of people from different ethnicbackgrounds so that the directors may efficiently contribute their thorough knowledge, sources and understanding forthe benefit of Company’s business;

Physical disability - The Company shall not discriminate on the basis of any immaterial physical disability of acandidate for appointment on Company’s Board, if he/she is able to efficiently discharge the assigned duties.

Educational qualification- The proposed candidate shall possess desired team building traits that effectively contributeto his/ her position in the Company. The Directors of the Company shall have a mix of finance, legal and managementbackground, that taken together, provide the Company with considerable experience in a range of activities includingvaried industries, education, government, banking, and investment.

7. RemunerationI. The remuneration/ compensation/ commission etc. to the whole-time director, KMP and senior management & other

employees will be determined by the Committee and recommended to the Board for approval.II. The remuneration to be paid to the MD and/or whole-time director shall be in accordance with the percentage/ slabs/

conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act,2013 and the rules made there under.

III. Increments to the existing remuneration/compensation structure of the Senior Management excluding the Board ofDirectors comprising of members of Management one level below the Executive Director, including the FunctionalHeads will be decided by the Chairman & Managing Director & CFO of the Company.

Remuneration to Whole-time/ Executive/Managing Director, KMP and Senior Management Personnel:I. Fixed pay:

The MD and/or whole-time director / KMP and senior management shall be eligible for a monthly remuneration asmay be approved by the Board on the recommendation of the Committee and the shareholders wherever applicable.The breakup of the pay scale and quantum of perquisites including, employer’s contribution towards provident fund,pension scheme, medical expenses and other perquisites shall be decided and approved by the Board on therecommendation of the Committee.

II. Minimum Remuneration:If in any financial year, the Company has no profits or its profits are inadequate, it shall pay remuneration to its MDand/or Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if theCompany is not able to comply with such provisions, previous approval of the Central Government shall be requiredto be obtained.

8. Remuneration to Non- Executive / Independent Director:i. Remuneration : The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles

of Association of the Company and with the provisions of Companies Act, 2013 along with the rules made there under.ii. Sitting Fees: The Non- Executive/ Independent Director may receive remuneration by way of fees for attending

meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the limits prescribedunder Companies Act 2013.

MINUTES OF COMMITTEE MEETINGProceedings of all meetings must be recorded as minutes and signed by the Chairman of the Committee at the subsequentmeeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meet ing.DIRECTOR’S AND OFFICER’S INSURANCEWhere any insurance is taken by the Company on behalf of its Directors, KMPs/ Senior Management Personnel etc. forindemnifying them against any liability, the premium paid on such insurance shall not be treated as part of theremuneration payable to any such personnel.REVIEWThe Committee as and when required shall assess the adequacy of this Policy and make any necessary or desirableamendments to ensure it remains consistent with the Board’s objectives, current law and best practice.DISCLOSURE OF THIS POLICYThe policy shall be disclosed in the Annual report of the Company, as required under Companies Act, 2013, Rules madethere under and the Listing Agreement, as amended from time to time and as may be required under any other law forthe time being in force.

26


Annexure-VStatement pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules, 20146 forming part of the Directors’ Report for the year ended March 31, 2016(A) Personnel who are in receipt of remuneration at Top 10 personnel of the company, during the financial year:S. Name of Employees Designation Salary(p.a) Nature of Experience Date of Age Previous % share WhetherNo Employ Commenc- Employment held in related to

ment ment of the company any directoremployment

(B) Personnel who are in receipt of remuneration aggregating not less than 1.02 croresper annum and employed throught the financial year:NIL

(C) Personnel who are in receipt of remuneration aggregating not less than 8,50,000 per month and employed for part of the financial year:NIL

* Ms. Richa Agarwal, Director is a relative of Mr. Ramesh Agarwal, Managing Director of the Company.

For and on behalf of the Baord For and on behalf of the BaordPlace: New Delhi SRU Steels Limited SRU Steels LimitedDate: August 13, 2016

Sd/- Sd/-Ramesh Agarwal Naresh Kumar Garg

Managing Director Director & ChairmanDIN: 00151223 DIN: 00986846

27


1 Mr. Ramesh Agarwal Managing Director 750,000 Permanent 36 1/4/2003 64 N i l N i l Yes*2 Mrs.Sonam Singhal Company Secretary 225,000 Permanent 2 23/06/2014 27 N i l N i l N o3 Mrs.Hema Pathak Employee 216 ,0 00 Permanent 1.5 10/9/2014 30 N i l N i l N o4 Mr. Vijay Bhatt Employee 210 ,0 00 Permanent 16 10/4/2015 42 N i l N i l N o5 Mr. Hitesh Laxmikant Somani Chief Financia l Officer 214,500 Permanent 21 23/06/2014 39 N i l N i l N o6 Mr. Inder dev Employee 186 ,0 00 Permanent 3 23/12/2014 24 N i l N i l N o7 Mr.Raju Employee 186 ,0 00 Permanent 6 14/05/2012 32 N i l N i l N o8 Mr.Govind Employee 186 ,0 00 Permanent 3 16/07/2011 22 N i l N i l N o9 Mr. Bajrang Employee 160 ,0 00 Permanent 19 17/08/2013 46 N i l N i l N o10 Ms.Poonam Kumari Employee 157 ,5 00 Permanent 8 14/02/2010 36 N i l N i l N o

Annexure-VIPARTICULARS OF REMUNERATIONThe information required under section 197 of the Act and the Rules made there-under, in respect of employeesof the Company, is follows:-

(a) the ratio of the remuneration of each director to the median remuneration of the employees ofthe company for the financial year;Non - Executive Directors Ratio of Median RemunerationMr. Naresh Kumar Garg, Chariman -

Mr. Ashok Kumar Mahawar, Independent Director -

Mr. Rajeev Mittal, Independent Director -

Mr. Prem Prakash agarwal, Independent Director -

Mr. Pankaj Jain, Independent Director -

Mrs. Richa Agarwal -

Executive DirectorsMr. Ramesh Agarwal, Managing Director 5.21

Note: Sh. Naresh Kumar Garg, Chairman does not receive any remuneration or sitting fee from theCompany.

(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief FinancialOfficer, Company Secretary or Manager, if any, in the financial year;Name of Person % Increase in remunerationMr. Naresh Kumar Garg, Chariman -

Mr. Ashok Kumar Mahawar, Independent Director -

Mr. Rajeev Mittal, Independent Director -

Mr. Prem Prakash agarwal, Independent Director -

Mr. Pankaj Jain, Independent Director -

Mrs. Richa Agarwal -

Mr. Ramesh Agarwal, Managing Director 25%

Mr. Hitesh Laxmikant Somani, CFO -

Mrs. Sonam, Company Secretary* 8.96%

Mrs. Khyati Bansal, Company Secretary** -

* Ceased w.e.f 31 December, 2015**Appointed w.ef. January 30, 2016

(c) the percentage increase in the median remuneration of employees in the financial year: 3.23%(d) the number of permanent employees on the rolls of company: 24( e ) the explanation on the relationship between average increase in remuneration and company

per formance:The Company’s PAT increased from 16.45 lakhs to 19.64 lakhs, an increase of 19.39% . The Increase inremuneration is in line with the market trends.

28


( f ) Comparison of the remuneration of the Key Managerial Personnel against the performance of thecompany:

(g) variation in the market capitalisation of the Company, price earning ratio as at the closing date onthe current financial year and previous financial year.

(i)

Particulars Unit As at 31st Mar 16 As at 31st Mar 15 VariationBook Value of Share 13.54 13.29 1.88%EPS 0.246 0.39 -36.92%Book Capitalisation in Lakh 1082.15 1062.52 1.85%Price Earning Ratio Ratio 55.04 34.08 61.50%

Note: The Company’s Securities are listed on Delhi Stock Exchange * (primary stock Exchange) and Ludhiana^& Ahmedabad Stock Exchange . The Securities of the Company are not tradeable in any of the stokc exchangedue to non-operational of the Exchange(s).

* Recognition of DSE withdrawn by SEBI w.e.f November 19, 2014 and ^ Recognition of LSE withdrawn by SEBIw.e.f December 30, 2014.

The company has filled an application with Bomabay Stock Exchange Limited (BSE) for Listing of its securitiesand same is in under progress.

(ii) Percentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the Companycome out with the last public offer.Not Applicable

(h) average percentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptional circumstances forincrease in the managerial remunerationThe average increase in salaries of employees other than managerial personnel in 2015-16 was 13.01% Therewas increase in managerial remuneration by 20.76%.

(i ) Comparison of each remuneration of the Key Managerial Personnel against the performance of theCompanyParticulars Mr. Ramesh Mr. Hitesh Mrs. Sonam Mrs. Khyati

Agarwal, Laxmikant Singhal, Bansal,Managing Somani Company Company

Director Chief Secretary* Seccretary**Financial

Officer

* Ceased w.e.f 31 December, 2015

**Appointed w.ef. January 30, 2016

29


Particulars /LakhsRemuneration of Key Managerial Personnel (KMP) during financial year 2015-16 (Aggregated) 12.29Revenue from operations 46.31Remuneration (As % of revenue) 26.19%Profit before tax (PBT) 28.28Remuneration (as % of PBT) 42.89%

/Lakhs /Lakhs /Lakhs /LakhsRemuneration 7.5 2.14 2.25 0.4Revenue 46.31 46.31 46.31 46.31Remuneration (as % of revenue) 16.20% 4.28% 4.86% 0.86%Profits before tax (PBT) 28.28 28.28 28.28 28.28Remuneartion (as % of PBT) 26.52% 7.00% 7.96% 1.41%

(j ) the key parameters for any variable component of remuneration availed by the directors;The remuneration & perquisites of Sh. Ramesh agarwal, Managing Director has been approved by the membersof the Company. Further the Non-Executive Independent Directors are not getting anything from the Company.

( k ) the ratio of the remuneration of the highest paid director to that of the employee who are not directors but receiveremuneration in excess of the highest paid directors during the year: N.A

(l ) The Company hereby aff irm that the remuneration is as per the remuneration policy of the Company

For and on behalf of the Baord For and on behalf of the BaordSRU Steels Limited SRU Steels Limited

Place: New DelhiDate: August 13, 2016 Sd/- Sd/-

Ramesh Agarwal Naresh Kumar GargManaging Director Director & Chairman

DIN: 00151223 DIN: 00986846

30


Corporate Governance Report(In compliance with Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and

Disclosure Requirements) Regulation, 2015)

I. MANDATORY REQUIREMENTS1. Corporate Governance: Philosophy

Corporate Governance is about commitment to values and conducting the affairs of the business in an ethicalmanner.

Corporate Governance is based on the principles such as conducting the business with all integrity and fairness,being transparent with regard to all transactions, making all the necessary disclosures and decisions, complyingwith all the laws of the land, accountability and responsibility towards the stakeholders.

Your Company adheres to high levels of corporate governance standards and best practices and commits itselfto accountability and fiduciary duty in the effective implementation of mechanisms that would ensure CorporateResponsibility to the members and other stakeholders.

The Company’s philosophy on Corporate Governance is to ensure the best possible management team withexperienced professional people. The Company firmly believes that sound practices adopted in the governanceof its affairs based on openness, transparency, capability and accountability are essential elements for long termsuccess, building the confidence of its stakeholders, its functioning and conduct of business.

The Company has always maintained a strong legacy of fair, transparent and ethical governance practices. TheCompany has adopted a Code of Conduct for its employees including the Managing Director and the ExecutiveDirectors. In addition, the Company has adopted a Code of Conduct for its Board Members, The Code of Conductfor regulating & Monitoring Trading by the Insiders and the Code of Practices and Procedures Fair Disclosureof Unpublished Price Sensitive Information, are available on the Company’s website.

The Company has been complying with the Corporate Governance requirements, as stipulated under Regulation34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with Stock Exchange.

2. Board of DirectorsA. Composition of Board:The Board composition of your Company as on 31st March, 2016 comprises of (7) seven directors out of whichSix (6) Non-Executive Directors, and including the Chairman of the Board and One (1) is Executive Directordesignated as Managing Director. Out of the above Six Non Executive Directors, (4) Four are IndependentDirectors who have been appointed for their professional expertise and experience that they possess. Thecomposition of the Board of the Company is in conformity with the provisions of Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements), Regulation, 2015 entered into by the Company with the StockExchange/(s)

The Board’s role, functions, responsibilities and accountability are clearly defined. In addition to its primary roleof monitoring corporate performance, the functions of the Board, inter-alia, include:

Articulating the corporate philosophy and mission;

The Board provides strategic guidance to the company ensures effective monitoring of the management andis accountable to the shareholders.

Formulating strategic plans;

The Board members act on a fully informed basis, in good faith, with due diligence and care, and in thebest interests of the Company and the shareholders.

The Board and senior management facilitates the Independent Directors to perform their role effectively asa Board member and also at a member of a committee.

Ensuring fair and transparent conduct of business.

Reviewing and approving borrowing/lending, investment limits and exposure limits, etc.;

Reviewing statutory matters;

Strategic acquisition of companies and critical assets;

Review and adoption of Financial Statements, quarterly and annual f inancial results;

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Keeping shareholders informed about the plans, strategies and performance; and

Ensuring 100% investor satisfaction.

None of the Directors on the Board is a member of more than ten Committees or holds office as a Chairmanof more than f ive Committees across all the public companies in which he is a Director. Further necessarydisclosures regarding Committee positions in other public companies as on March 31, 2016, have been madeby the Directors.

The detailed composition and category of the Directors as on 31.03.2016 is as follows:

Name of the Director DIN Designation CategoryMr. Naresh Kumar Garg DIN: 00986846 Chairman Non-Executive

Mr. Ramesh Aggarwal DIN: 00151223 Managing Director Executive

Mr. Rajeev Mittal DIN: 00082115 Director Independent, Non-Executive

Mr. Prem Prakash Agarwal DIN: 00081871 Director Independent, Non-Executive

Mr. Pankaj Jain DIN: 01234804 Director Independent, Non-Executive

Mr. Ashok Kumar Mahawar DIN: 02600539 Director Independent, Non-Executive

Mrs. Richa Agarwal DIN: 00082722 Director Non-Executive

None of the Directors of the Company has any pecuniary relationship with the Company.

All the Independent Directors on the Company’s Board are Non-Executive and:

The Independence of the Directors is determined by the criteria stipulated under Section 149 of theCompanies Act, 2013 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015. The maximum tenure of the Independent Director is in compliance with the Act,

They do not have any material pecuniary relationship or transactions with the Company, its promoters, itsDirectors, its Senior Management, its Subsidiaries and Associates, which may affect independence of theDirectors.

Are not related to promoters or persons occupying management positions at the Board level or at one levelbelow the Board.

Have not been an Executive of the Company in the immediately preceding three financial years of theCompany.

Are not partners or executives or were not partners or executives of the Statutory Audit Firms or the InternalAudit Firms and Legal Firms, Consulting Firms, which have association with the Company.

Are not material suppliers, service providers or customers or lessors or lessees of the Company, whichmay affect independence of the Directors.

Are not substantial shareholders of the Company, i.e. do not own two percent or more of the block of votingshares.

Have furnished a declaration before the Board of Directors that they satisfy the conditions of their beingindependent as laid down under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and under Section 149(6) of the Companies Act, 2013. All such declarations are placedbefore the Board.

Appointment letter and Familiarization programmes for the Board MembersAt the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explainsthe roles, functions, duties and responsibilities expected of him/her as a Director of the Company. The Directoris also explained in detail the compliances required from him/her under the Companies Act and SEBI (ListingObligations and Disclosures Requirements) Regulations, 2015.

The Company had adopted a familiarisation programme for independent directors to familiarise them with theCompany, their role, rights, responsibilities in the Company, nature of the industry in which the Companyoperates, business model, management structure, industry overview, internal control system and processes, riskmanagement framework, functioning of various divisions, HR Management, etc.

The Company aims to provide its independence Directors, insight into the Company enabling them to contribute

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effectively. The Company informed various developments relating to the industry on regular basis and areprovided with specific regulatory updates from time to time

Information supplied to the BoardThe Board has complete access to all information with the Company; inter alia, the information as required underthe SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 is regularly provided to the Boardas a part of the Board Meeting agenda. All information stipulated under SEBI (Listing Obligations and DisclosureRequirement) Regulation, 2015 is regularly provided to the Board as part of the agenda papers well in advanceof the Board meetings. During the meeting, the senior management is invited to present the plans and achievementsrelating to their respective areas of responsibility.

Compliance reports of all applicable laws to the CompanyThe periodical reports submitted by the Internal Auditors and by the concerned executives of the Company withregard to compliance of all laws applicable to the Company including steps taken by the Company to rectifyinstances of non-compliances, if any, are reviewed by the Board at regular intervals.

Other Directorships, Chairmanships/ Memberships of Committees of each Director in variousPublic Companies and number of shares of the Company held as at March 31, 2016.

Name of the Number of other Committee* Committee* No. of sharesDirector Directorships in Membership in Chairmanship in held

Indian Public other companies other companies (as at MarchCompanies 31, 2016)

Mr. Naresh Kumar Garg 0 Nil Nil Nil

Mr. Ramesh Aggarwal 0 Nil Nil Nil

Mr. Rajeev Mittal 0 Nil Nil Nil

Mr. Prem Prakash Agarwal 0 Nil Nil 38500

Mr. Pankaj Jain 0 Nil Nil Nil

Mr. Ashok Kumar Mahawar 0 Nil Nil 29000

Mrs. Richa Agarwal 0 Nil Nil Nil

*(Membership and Chairmanship of Audit Committee and Stakeholders’ Relationship Committee in other companieshas been considered)

B. (i) (a) Information of the Board Meetings held during the yearThe Board meets at-least once in a quarter to review the quarterly financial results and operations of theCompany. It also meets as and when necessary to address specific issues relating to the business of theCompany.

During the financial year 2015-2016, the members of the Board met 10 (Ten) times to review, discuss anddecide about the business of the Company.

The dates on which the said meetings were held are as follows:

Quarter Date of Board MeetingApril 2015- June 2015 April 29, 2015

May 14, 2015

May 29, 2015

July 2015 - September 2015 August 13, 2015

October 2015- December 2015 November 12, 2015

November 23, 2015

January 2016- March 2016 January 15, 2016

January 30, 2016

February 12, 2016

March 30, 2016

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The necessary quorum was present at all the meetings. The maximum gap between any two Board meetingsheld during the year was not more than one hundred and twenty days. During the year under review, no meetingwas held via video conferencing.

B. (i) (b) Attendance of Directors at the Board Meeting & Last AGMName of Director Category of No. of Attendance at

Directorship Board Meetings last AGMAttended

Mr. Naresh Kumar Garg Chairman - Non-Executive Director 10 Ye s

Mr. Ramesh Aggarwal Managing Director- Executive Director 07 Ye s

Mr. Rajeev Mittal Non-Executive & Independent Director 08 Ye s

Mr. Prem Prakash Agarwal Non-Executive & Independent Director 10 Ye s

Mr. Pankaj Jain Non-Executive & Independent Director 10 Ye s

Mr. Ashok Kumar Mahawar Non-Executive & Independent Director 05 Ye s

Mrs. Richa Agarwal Non-Executive Director 06 Ye s

The particulars and brief details, as required under Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, of the Director retiring by rotation and also seeking re-appointment have beenprovided in the notice for convening the Annual General Meeting.

Committees of the BoardThe Board of Director, in a view to have more focused attention on the business and for better governance,has the following committees:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

The terms of the reference of these committees are determined by the Board and their relevance reviewed fromtime to time. The minutes of the committees tabled at the Board Meeting for noting of the Board Members.

3. Audit CommitteeThe Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of the SEBI (ListingObligations and Disclosure Requirement) Regulation, 2015 entered into with the Stock Exchange(s) read withSection 177 of the Companies Act, 2013 (“Act”).

A. Brief description of terms of reference of Audit CommitteeAs a measure of good Corporate Governance and to provide assistance to the Board of Directors in fulfillingtheir responsibilities, the Audit Committee was constituted. Majority of the members of the Audit Committee areIndependent Directors and have rich experience in the f inancial/legal sector.

The terms of reference of Audit Committee are as per Regulation 18 of SEBI (Listing Obligations and DisclosureRequirement) Regulation, 2015 executed with the Stock Exchange(s), read with Section 177 of the CompaniesAct, 2013 and includes such other functions as may be assigned to it by the Board from time to time. Thecomposition of the Audit Committee also adheres to the provisions of Section 177 of the Companies Act, 2013.

The main functions of the Audit Committee, inter-alia, include:

Role(s)/Terms of reference of Audit Committee are: Overseeing the Company’s financial reporting process and the disclosures of its financial information to

ensure that the financial statement is correct, sufficient and credible.

Recommending to the Board, the appointment, re-appointment and if required, the replacement or removalof the Statutory Auditor and Internal Auditors and fixation of audit fees and approval of payment for anyother services.

Recommending to the Board, the appointment, re-appointment and if required, the replacement or removalof the Cost Auditor.

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Reviewing, with the Management, the Annual Financial Statements before submission to the Board forapproval, with particular reference to:

(a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’sreport in terms of Section 134(5) of the Companies Act, 2013.

(b) Changes, if any, in accounting policies and practices and reasons for the same.

(c ) Disclosure of any related party transactions.

(d) Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and otherlegal requirements relating to financial statements.

Reviewing, with the Management, the quarterly and annual Financial Statements before submission to theBoard for approval.

Reviewing, with the Management, the statement of uses/application of funds raised through an issue (publicissue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than thosestated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Boardto take steps in this matter.

Review the appointment, removal and terms of remuneration of Internal Auditors.

Reviewing, with the Management, performance of the Statutory and Internal auditors, adequacy of theInternal Control Systems.

Reviewing the adequacy of Internal Audit Functions, if any, including the structure of the Internal AuditDepartment, staffing and seniority of the official heading the department, reporting structure coverage andfrequency of Internal Audit.

Discussion with the Internal Auditors any significant f indings and follow up thereon.

Review the Management Discussion and Analysis of Financial condition and results of operations.

Discussion with the Statutory Auditors, before the Audit commences, about the nature and scope of Auditas well as post audit discussions to ascertain any area(s) of concern.

Reviewing the Internal Audit Reports relating to internal control weaknesses.

Carrying out any other function as mentioned in terms of reference of the Audit Committee.

Reviewing the compliances regarding the Company’s Whistle Blower policy.

Approval of appointment of Chief Financial Officer (CFO) after assessing the qualifications, experience andbackground of the candidate.

To investigate any activity within terms of reference and seek information from any employee.

To obtain outside legal professional advice and

Reviewing compliance of legal and regulatory requirements.

B. Composition & Qualification of Audit CommitteeName Category of Designation in Qualif ication & Experience No. of

Directorship Audit Committee MeetingsAttended

Mr. Rajeev Mittal Non-Executive Chairman 05& IndependentDirector

Rajeev Mittal, the director of SRU Steels Limitedbrings with him a tremendous amount ofknowledge, experience, foresight and vision. Heis graduate and having 26 years of experience invaried fields, he combines a strong comprehensionof domestic business with innovative fundamentalvision that aligns SRU Steels Limited towards anew dawn in integrated management systems.

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Mr. Prem Prakash Agarwal Non-Executive Member 05& IndependentDirector

Mr. Pankaj Jain Non-Executive Member 05& IndependentDirector

C. Meetings of Audit CommitteeDuring the financial year 2015-16, five (5) meetings of Audit Committee were held:

Quarter Date of Meeting Number of Number ofMembers Independent DirectorsPresent Present

April 2015 - June 2015 May 29, 2015 03 03

July 2015 - September 2015 August 13, 2015 03 03

October 2015 - December 2015 November 12, 2015 03 03

January 2016 - March 2016 February 12, 2016 03 03

March 30, 2016 03 03

The Head of Finance, Internal Auditors and Statutory Auditors are invitees to the Audit Committee Meetings. Ms.Shalini, Company Secretary, acts as the Secretary to the Audit Committee.

The previous Annual General Meeting (AGM) of the Company was held on September 30, 2015 and Sh. RajeevMittal, Chairman of the Audit Committee had attended the said meeting to answer the shareholders quarries.

4. Stakeholders’ Relationship CommitteeIn compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulation, 2015, your Company has constituted the Investors’Grievance Committee as Stakeholders’ Relationship Committee.

The Committee oversees the performance of the Registrar and Share Transfer Agent and recommends measuresfor overall improvement in quality of investor service. The Committee also looks into redressal of shareholders’/investors complaints.

Composition of Stakeholders’ Relationship Committee:

Name Category of Directorship DesignationMr. Pankaj Jain Non-Executive & Independent Director Chairman

Mr. Ramesh Agarwal Executive Director Member

Mr. Prem Prakash Aggarwal Non-Executive & Independent Director Member

A. Name, Designation and Address of Compliance OfficerMs. Shalini

Company Secretary & Compliance Officer,

SRU Steels Limited

416-417-432, Rajendra Jaina Tower- 1

Plot No.18, Wazirpur Shopping Complex

Delhi-110052

He is an Independent Director of the Company.He has been an integral part of the industry andhaving rich knowledge of Steel trading business.Over more than 26 years of experience in financeand Accounts.

He is an Independent Director of the Company.He is Graduate & having 16 years of experiencein the f ield of Real Estate development andconstruction. He is having a wide knowledge ofStainless Steel.

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B. Complaint StatusDuring the year, the Company has not received any investor complaints. As on date, there is no pendingcomplaint of any shareholder.

5. Nomination & Remuneration CommitteeIn compliance with the provisions of Section 178 of the Companies Act, 2013, read with rules framed thereunderand Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, your Companyhas constituted the Nomination & Remuneration Committee.

The Nomination & Remuneration Committee comprises of three (3) Directors (all Independent Directors).

Ms. Shalini, Company Secretary, acts as the Secretary to the Committee.

The broad terms of reference of the Committee includes:Identifying candidates for Directorships, evaluation of the performance of the Directors, determinat ion ofremuneration to be paid to the Directors, Key Managerial Personnel and other employees of the Company. TheCommittee also oversees the Company’s nomination process for key leadership positions, specif ically at theBoard level.

The committee shall approve the remuneration payable to the executives of the Company for each financial year.The Committee shall also review, appraise and approve such other matter(s) as the board may recommend toit.

A. Composition of Nomination & Remuneration Committee:

Name Category of Directorship Designationin Committee

Mr. Prem Prakash Aggarwal Non-Executive & Independent Director Chairman

Mr. Pankaj Jain Non-Executive & Independent Director Member

Mr. Ashok Kumar Mahawar Non-Executive & Independent Director Member

3 (Three) meeting of the Committee were held during the year under review and the same were attended byall the members of Committee.

B. Policy on Board DiversityPursuant to the provisions of the Companies Act, 2013 and under Schedule II part (D) of the Regulation 19(4)of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the policy on Board Diversity isframed and adopted.

The Broad objectives of the Policy are:

The Policy shall confirm with the following two principles for achieving diversity on its Board:

a) Decisions pertaining to recruitment, promotion and remuneration of the directors will be based on theirperformance and competence; and

b) For embracing diversity and being inclusive, best practices to ensure fairness and equality shall be adoptedand there shall be zero tolerance for unlawful discrimination and harassment of any sort whatsoever.

In order to ensure a balanced composition of executive, non-executive and independent directors on the Board,the Company shall consider candidates from a wide variety of backgrounds

C. Remuneration Policy:Pursuant to the provisions of the Companies Act, 2013 and under Schedule II part (D) of the Regulation 19(4)of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the remuneration policy is framedand adopted.

The Broad objectives of the Policy are:

i. To lay down criteria and terms and conditions with regard to identifying persons who are qualif ied tobecome Directors (Executive and Non-Executive) and persons who may be appointed in Senior Managementand Key Managerial positions and to determine remuneration of Directors, Key Managerial personnel andOther employees.

ii. To determine remuneration based on the Company’s size and financial position and trends and practiceson remuneration prevailing in market.

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iii. To provide them reward linked directly to their efforts, performance, dedication and achievement relatingto the Company’s operations.

iv. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial personsand create competitive advantage.

C Particulars of Directors’ Remuneration during the financial year 2015-2016:The details of remuneration paid to the Directors during the year ended March 31, 2016, are given below:

Directors Salary Perquisites Sitting Fees Total( ) ( ) ( ) ( )

Mr. Ramesh Agarwal (MD) 7,50,000 - - 7,50,000Mr. Prem Prakash Agarwal - - - -Mr. Pankaj Jain - - - -Mr. Naresh Kumar Garg - - - -Mr. Rajiv Mittal - - - -Mr. Ashok Kumar Mahawar - - - -Ms. Richa Agarwal - - - -Total 7,50,000 - - 7,50,000

6. Evaluation of performance of the Board, its committees and Individual DirectorsAs required under Section 134 (p) of the Companies Act, 2013, and regulation 17 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, The performance evaluation of the Board, its Committees andindividual directors was conducted and the same was based on questionnaire and feedback from all thedirectors on the Board as a whole, Committees and self –evaluation.

The Board assessed the performance of the Independent Directors as per the criteria laid down and hasrecommended their continuance on the Board of the Company. Each of the Directors had evaluated theperformance of the individual directors on the parameters such as knowledge, concerns for the stakeholders,leadership, team work attributes, effective interaction.

Further Directors have assessed performance of the Board as a whole and committees of the company basedon the parameters such as, composition, congenial environment and meaning full communication, interval of themeetings, and information for the discussion etc. The members of the committee of audit, nomination &remuneration, stakeholders relationship committee were also assessed on the above parameters and also in thecontext of the Committee’s effectiveness vis-a-vis.

7. Meeting of Independent DirectorsIn terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, theIndependent Directors of the Company shall meet once in a year to review the performance of Non-IndependentDirectors, the Board as a whole, review the performance of the Chairman of the Company and assessed thequality, quantity and timelines of flow of information between the Company Management and the Board.

The Independent Directors of the Company had met during the year on 12 th February, 2016 to review theperformance of Non-Independent Directors and the Board as whole, review the performance of the Chairmanof the Company and has assessed the quality, quantity and timelines of flow of information between the CompanyManagement and the Board.

The Board of Directors had reviewed the individual performance of all the Independent Directors as per thestandard criteria laid down. The Independent Directors whose performance was reviewed by the Board excusedthemself from attending that part of the meeting as required under the statute.

8. Reconciliation of Share Capital Audit:A qualified practising Company Secretary carries out an audit on a quarterly basis to reconcile the total admittedcapital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)with the total issued and listed capital and the reports are placed before the Board of Directors for its perusal.The said report confirms that the total issued and listed capital is in agreement with the total number of sharesin physical from and the total number of dematerialized shares held with NSDL and CDSL.

As required under Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015,the Company has submitted a compliance certificate to the exchange duly singed by the Compliance Officer and

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the authorised representative of Share Transfer Agent viz. M/s Beetal Financial & Computer Services PrivateLimited to the Stock Exchange on 14th of April, 2016 for the half year ended 31st March, 2016 certifying compliancethat all activities in relation to both physical and electronic share transfer facility are maintained by Registrarand Share Transfer Agent registered with SEBI.

9. General Body Meetings:The concise details of Annual General Meetings held during the previous three years are as under:

A. Annual General Meetings:Financial Year Location and Time Special Resolutions passed2014 – 2015 30th September, 2015 at 10.00 A.M. at 1 (One) Special Resolutions

416-417-432, Rajendra Jaina Tower-1, were passed in this meeting.Plot No. 18, Wazirpur Shopping Complex,Delhi-110052

2013-2014 September 29, 2014 at 11.00 A.M. at 2 (Two) Special Resolutions416-417-432, Rajendra Jaina Tower-1, were passed in this meeting.Plot No. 18, Wazirpur Shopping Complex,Delhi-110052

2012-2013 30th July, 2013 at 10.30 A.M. at 416-417-432, No Special Resolutions wereRajendra Jaina Tower-1, Plot No. 18, passed in this meeting.Wazirpur Shopping Complex, Delhi-110052

B. Postal Ballot:During the preceding f inancial year, no resolution was passed through postal ballot and presently noresolution has been proposed through postal ballot.

C. Extra-ordinary General Meetings:No EGM was held during the Financial Year 2015-16.

10. DisclosuresA. Disclosures of Related Party Transactions

The related party transactions are periodically placed before the Audit Committee/ Board of Directors fortheir consideration and approval. There are no materially signif icant related party transactions which apotential conflict with the interests of the Company at large. All related parties transactions have beentransacted in the ordinary course of business and on arm’s length basis.

The Board has formulated a policy on Related Party Transactions and it may be accessed at the websiteof the Company i.e. www.srusteels.in.

B. Disclosure regarding appointment/re-appointment of directorsBrief Details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, and Secretarial Standard-2 on the General Meeting in respect of the Director seekingreappointment at Annual General Meeting is annexed and forms integral part of the notice. The director hasfurnished the requisite consent/declaration(s) for her reappointment.

C. Vigil Mechanism/Whistle Blower MechanismIn terms of Section 177(9) of the Companies Act, 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, a Vigil Mechanism/Whistle Blower policy as recommended by the AuditCommittee has been adopted by the Board of Directors of the Company. The policy provides a mechanismfor the employee, to report concern about the unethical behavior, actual & suspected frauds or violationof the Company’s Code of conduct. It is affirmed that no personnel has been denied access to the AuditCommittee. The policy on W histle Blower may be accessed at the web-link http://srusteels.in/pdfs/Vigil%20Mechanism.pdf.

D. Management & Discussion Analysis Report:The comprehensive Management & Discussion Analysis Report has been enclosed with this report.

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E. Details of Compliances/ Non compliances by the Company with applicable LawsThe Board of Directors periodically reviews compliance reports of the laws applicable to the Company andthe Company initiates requisite action for strengthening of its statutory compliance procedures, as may besuggested by the members of the Board from time to time.

The Company has complied with various rules and regulations prescribed by the Stock Exchanges,Securities and Exchange Board of India (SEBI) and other statutory authorities on all matters relating to capitalmarkets, and no penalties or strictures have been imposed on the Company by any of the said authoritiesin this regard during the last three years.

F. Subsidiary CompaniesThe Company does not have any Subsidiary for the f inancial year ended 31 March, 2016.

G. Code for Prevention of Insider Trading PracticesIn compliance with SEBI’s regulations on Prevention of Insider Trading, the Company has instituted acomprehensive Code of Conduct for its Directors and Designated Employees. The code lays down guidelineswhich advise them on procedure to be followed and disclosures to be made while dealing with shares ofthe Company and cautioning them of consequences of violations.

The Board of Directors by confirming the resolution passed on May 14, 2015 approved a Code of Conductfor prevention of Insider Trading and the same has been strictly adhered to by the Directors and thedesignated employees. The Company informs the Directors and the designated employees, about the dateof the board meeting to consider any Unpublished Price Sensitive Information and advising them note to tradein Company’s shares, during the closure of trending window period. The Company also obtains a declarationfrom the Directors and the Senior Management Personnel with regard to their compliance with the Codeof Conduct under SEBI’s (Prevention of Insider Trading) Regulations.

The code of practices, procedure for Fair disclosure of unpublished price sensitive information and the Codeof Internal procedure and conduct for Regulation, Monitoring and Reporting of Trading in the securities forthe designated employees and the connected persons have been adopted and have been posted on thewebsite of the Company viz. www.srusteels.in.

H. Risk ManagementThe Company has adopted a Risk Management Policy. It has laid down the procedures to inform the Boardmembers about potential risks, their assessment and control. These procedures are periodically reviewedto ensure that the executive management controls risks by means of properly defined framework of policiesand strategies.

The Company also has a system of Internal Audit and the Internal Auditors report directly to the AuditCommittee of the Company.

The Board has formulated a policy on Risk Management and the same may be accessed at the web-linkhttp://srusteels.in/pdfs/Risk%20Management%20Policy.pdf.

I. Compliance With Mandatory RequirementsThe Company has complied with all the mandatory requirements stipulated under the SEBI (Listing Obligations& Disclosure Requirements), Regulation, 2015. The Company has also adopted non mandatory requirementsto the extent and in the manner as stated under the appropriate headings detailed elsewhere in this report.

J. Disclosure of Accounting TreatmentYour Company has followed the principles of accounting as prescribed in the Indian Accounting Standardsand accordingly, there is no explanation required to be given by the management, under Schedule V subclause (B)(2) Regulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulation, 2015.

K. Proceeds from the public issue/rights issue/preferential issues etc.There was no public issue/ right issue/preferential issue etc. made by your Company during the financialyear 2015-16.

L. The Company is having the following policies as per the SEBI (Listing Obligations and DisclosureRequirements), Regulation, 2015.1. Policy for determining of Materiality URL for the same is: http://srusteels.in/pdfs/Policy_on_Disclosures.pdf.

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2. Archival Policy on preservation of documents of the Company is : http://srusteels.in/pdfs/Archive_Policy.pdf.

3. Preservation of Documents of the Company. URL for the same is http://srusteels.in/codeofconduct.html.

4. Policy on determination of material/price sensitive information. URL for the same is: http://srusteels.in/pdfs/Policy_on_Disclosures.pdf.

5. Policy on Preservation of Records. The same may be accessed at http://srusteels.in/pdfs/Policy_on_Preservation_of_Records.pdf.

M. In compliance with the Regulation 46 (2)(j) & (k) of SEBI (Listing Obligations and Disclosure Requirements),Regulation, 2015 and as required under the listing agreement entered into with the Stock Exchanges, theCompany has designated the mail.id [email protected]. This mail.id has been posted on the Company’swebsite and also on the website of the Stock Exchanges. The investor can send their grievances, if anyto the designated mail.id. Ms. Shalini is the Compliance officer of the Company.

N. The SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, vide its Regulation 46 (1)stipulated that the company should maintain a functional website containing the basic information about thecompany and to update the contents of the said website periodically. In pursuance to this clause, theCompany updates its website with all relevant information as envisaged in the said regulation and as perthe provision of the companies Act, 2013. The website of the company may be accessed at www.srusteels.in.

O. Code for Conduct for the Board of Directors and Senior Management PersonnelThe Board of Directors have adopted Code of Conduct applicable to the Board of Directors and the SeniorManagement of the Company. The said code has also been displayed on the Company’s website atwww.srusteels.in.

The Company has obtained affirmation from the Board of Directors and senior managerial personnel,affirming compliance with the Company’s Code of Conduct for the f inancial year 2015-16.

The declaration by the Managing Director, under the Schedule V sub clause(d), Regulation 34(3) of the SEBI(Listing Obligations and Disclosure Requirements) regulations, 2015, affirming compliance of the Code ofthe conduct by the all the Board members and senior managerial personnel for year ended March 31, 2016,is attached with this Corporate Governance Report.

11. Discretionary RequirementsAs required under Part E of Schedule II the details of discretionary requirements are given below:

A. The BoardThe Company has not set up any office for the Non-executive Chairman and no expenses an reimbursementof expenses are incurred in the performance of his duties.

B. Shareholders RightsThe quarterly/half yearly un-audited results of the Company after being subjected to a Limited Review bythe Statutory Auditors are published in newspapers and on the Company’s website www.srusteels.in.

These results are not sent to shareholders individually.

C. Modified Opinion(s) in Audit ReportThe Auditor has issued an unqualif ied opinion on the statutory f inancial statement of the Company.

D. Separate posts of Chairman and Managing DirectorThe Company has appointed separate persons to the post of Chairman and Managing Director.

E. Reporting of Internal AuditorThe Internal Auditor reports directly to the Audit Committee.

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12. General Shareholder Information:Annual General Meeting(Date, Time & Venue) Friday, September 30, 2016 at 10:00 A.M. at the Registered Office of the Company at 416-417-432,

Rajendra Jaina Tower-1, Plot No. 18, Wazirpur Shopping Complex,Delhi-110052Financial Year 1st April 2015 - 31st March 2016Date of Book Closure Saturday, September 24, 2016 to Friday, September 30, 2016 (Both days inclusive)Dividend Record (Last three years) Financial Year 2012-13 NIL

Financial Year 2013-14 NILFinancial Year 2014-15 NIL

Dividend for Financial Year 2015-2016 The Company has not recommended any dividend.Listing on Stock Exchanges Shares of the Company are listed on the Delhi Stock Exchange (DSE)*, Ahmadabad Stock Exchange

Association Limited and Ludhiana Stock Exchange (LSE)^The Company had filed an applicationto the Bombay Stock Exchange (BSE) for the listing of its Securities, the application is underprocess and the Company is waiting for its approval. *Recognition of DSE withdrawn by SEBI w.e.fNovember 19, 2014; and ^ Recognition of LSE withdrawn by SEBI w.e.f December 30, 2014.

ISIN NO. INE425C01017Financial Calendar 2016-17 (Tentative & Subject to Change) 1. First Quarter results – 13th August, 2016 2. Second Quarter results – 2nd week of November,

2016 3. Third Quarter results – 2nd week of February 2017 4. Audited yearly results for theyear ended March 31, 2017 - Last week of May, 2017

Registrar & Transfer Agents (both for Electronic & Physical Segment) Beetal Financial & Computer Services (P) Ltd 3rd Floor, 99 Madangir, BH-Local ShoppingComplex Near Dada Harsukhdas Mandir, New Delhi-110062Contact Person: Sh. Bhuwendra Jha

Share Transfer Systems Transfer of shares in dematerialized Form is done through Depository Participant, but as regardstransfer of shares in Physical Form, the transfer document can be lodged with Beetal Financial &Computer Services (P) Ltd., Registrar and Share Transfer Agent or with the Company.The PhysicalShares along with valid and duly executed transfer instrument as and when received are dulyprocessed and shares in respect of valid transfer instruments are transferred in the name of transfereecomplying with the rules in force. The shares are transferred after obtaining the approval from theBoard. Duly transfer share certificates are returned within a period of 30 days from the date ofreceipt subject to the documents being valid and complete in all respects.

P er man en t A cco u n t N u m b er ( P A N ) f o r t r a n sf er o f sh ar es i n p h ys ica l f o r m SEBI vide its Circular dated May 20, 2009 has stated that for securities market transactions and off-market transactions involving transfer of shares in physical form of listed companies, it shall bemandatory for the transferee(s) to furnish copy of PAN card to the Company’s RTA for registrationof such transfer of shares. Accordingly, shareholders are requested to please furnish copy of PANCard to the Company’s RTA for registration of transfer of shares in their name.

Reconciliation of Share Capital Audit Reconciliation of Share Capital Audit is conducted on quarterly basis by a Qualified PracticingCompany Secretary to reconcile the total admitted capital with National Securities Depository Ltd.(NSDL) and Central Depository Service Ltd. (CDSL) with the total issued and listed Capital. TheReport is submitted to the Board of Directors and to the concerned Stock Exchanges where theshares of the Company are listed for trading.

Dematerialization of Shares The Company’s shares are available for dematerialisation on both the depositories viz. NationalSecurties Depository Ltd. (NSDL) and Central Depository Service Ltd. (CDSL).(i) Dematerialization of Shares as on 31st March, 2016Particular Number of Shares Percentage (%)Demater ia l iza tion:NSDL 2111500 26.40CDSL 822500 10.30Sub-Total: 2934000 36.70Physical: 5057900 63.30Total: 7991900 100

Secretarial Audit Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s AnandNimesh & Associates, Companies Secretaries as Secretarial Auditor of the Company to conduct theSecretarial Audit of the Company for the financial year 2015-16.

Outstanding GDRs There are no outstanding GDRs/ ADRs/ Warrants or any other convertible instruments.Regd. Office : 416-417-432, Rajendra Jaina Tower-1, Plot No. 18Wazirpur, Shopping Complex, Delhi-110052Address for Correspondence 416-417-432, Rajendra Jaina Tower-1, Plot No. 18

Wazirpur, Shopping Complex, Delhi-110052Compliance Officer Ms. Shalini (Company Secretary)

Tel :011-27474749 E-Mail : [email protected] Website: www.srusteels.inThe Company has designated an e-mail id viz. [email protected] to enable the investors to registertheir complaints/ suggestions/queries, if any.

42


Means of CommunicationThe financial results of the Company are published in widely circulated national dailies such as the Pioneer (Englishand Hindi). Information at the time of declaration of results is also sent to all stock exchanges where the shares ofthe Company are listed for trading. The Company’s annual report containing, inter alia, audited annual accounts,consolidated financial statements, director's report, auditor's report, management discussion analysis and other importantinformation is circulated to all the members. All the above results and documents are also displayed on Company’s officialwebsite www.srusteels.in

Green Initiative in the Corporate Governance by the Ministry of Corporate AffairsThe Ministry of Corporate Affairs (“MCA”) has taken a “Green Initiative in the Corporate Governance” by allowingpaperless compliances by companies and has issued circulars stating that the service of official documents by acompany to its members can be made through electronic mode.

To support this green initiative of the Government in full measure, all the members are requested to register/update theiremail IDs with their depository participants, in case shares are held in electronic mode, to ensure that Annual Reportand other documents reach them at their preferred email IDs and, where the shares are held in physical mode, membersare requested to get their email IDs updated in the records of the company.

All the official documents including Annual Report of the Company, circulated to the Members of the Company throughelectronic mode, will be made available on the Company’s website www.srusteels.in.

Distribution of Shareholdings as on March 31, 2016:Share holding of Nominal value of 10 each No. of Shares No. of % of TotalFrom To holders Shares1 5000 207 38900 0.4867

5001 10000 66 64200 0.8033

10001 20000 69 121600 1.5215

20001 30000 56 151400 1.8944

30001 40000 40 143100 1.7906

40001 50000 5 24500 0.3066

50001 100000 27 242600 3.0356

100001 And above 62 7205600 90.1613

Total 532 7991900 100.00

Shareholding Pattern of the Company as on March 31, 2016:Category No. of Shares %Promoters 1547000 19.36

Banks, Financial Institutions & FIIs NIL -

Bodies Corporate 996500 12.47

Non Resident Indians NIL -

GDR NIL -

Public/ individuals 5448400 68.17

Total 7991900 100.00

* No pledge has been created on the shares held by promoters or promoter group as on March 31, 2016.

43


List of Top 10 Shareholders (other than Promoters) as on March 31, 2016S.No. Name of the Shareholder Number of shares1 R.L Agarwal & Sons Securities Pvt. Ltd. 976500

2 Mr. Satish Agarwal 872000

3 Mr. Satish Agarwal HUF 822500

4 Mrs. Uma Agarwal 518600

5 Mr. Apoorv Agarwal 392700

6 Mr. Arpit Agarwal 311900

7 Mr. Rajiv Ranjan Gupta 100000

8 Mr. Ganesh Yadav 71000

9 Mr. Bajrang Lal Chauhan 70100

10 Mr. Sushil Goel 70000

TOTAL 4205300

13. Compliance Certificate from Statutory Auditors’ on Corporate GovernanceAs required under Schedule V sub-clause (E) Regulation 34 (3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015, the Auditors’ Certificate is annexed and forms part of this Annual Report.

14. CEO/Managing Director CertificationThe Managing Director and Chief Financial Officer of the Company have certify to the Board every quarter onthe matter relating to the Financial statements and other matters in accordance with Regulation 33(2)(a) of theSEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015 and the Compliance off icer of thecompany has also certify on quarterly basis to Audit committee and Board of the Directors on statutorycompliances to be made under all laws applicable to the company.

Further, as required by Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements), Regulation, 2015, the CEO certification is annexed and forms part of this Annual Report.

15. SEBI Complaints Redress System (SCORES)The Company processes the investors’ complaints received by it through a computerized complaints redressalsystem. The salient features of this system are computerized database of all the inward receipts and actiontaken on them, online submission of Action Taken Reports (ATRs) along with supporting documents electronicallyin SCORES. The investors’ can view online the current status of their complaints submitted through SEBIComplaints Redress System (SCORES).

The above report has been placed before the Board at its meeting held on August 13, 2016 and the same wasapproved.

By the order of the Board of DirectorsFor SRU Steels Limited

Sd/- Sd/-Place: New Delhi Ramesh Agarwal Naresh Kumar GargDate: August 13, 2016 Managing Director Director & Chairman

DIN: 00151223 DIN: 00986846

44


45

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members ofSRU Steels Limited

We have examined the compliance of conditions of Corporate Governance by SRU Steels Limited (“the Company”)for the year ended March 31, 2016 as stipulated in Chapter IV of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation, 2015 pursuant to the Listing Agreement of the said Companywith Stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. Ourexamination has been limited to procedures and implementation thereof, adopted by the Company for ensuring thecompliance of the condition of corporate governance. It is neither an audit nor an expression of opinion on thefinancial statements of the Company.

In our opinion and to the best of our information and according to explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the provisions as specified inchapter IV Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015and pursuant to the Listing Agreements of the said Company with Stock Exchanges.

We further state that such compliance is neither an assurance as to the future viability of the Company not theeff iciency or effectiveness with which the management has conducted the affairs of the Company.

For B. M Sharma & Associates Chartered Accountants

Firm’s Registration No. 007944N

Sd/-Kuldeep Sharma

Place: New Delhi PartnerDate: August 13, 2016 Membership No. 084073


To

The Members of SRU Steels Limited

Declaration regarding Code of Conduct pursuant to Clause D of Schedule B of SEBI(Listing Obligation and Disclosures Requirement) Regulation, 2015

I, Ramesh Agarwal, Managing Director of the Company, hereby certify that the Board Members and SeniorManagement Personnel have affirmed compliance with the Rule of Code of Conduct for the financial year ending 31March, 2016 pursuant to the requirements of Clause 49 of Listing Agreement /Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulation, 2015.

For SRU Steels L imited

Sd/-Place: New Delhi Ramesh AgarwalDate: August 13, 2016 (Managing Director )

DIN: 00151223

CERTIFICATE BY CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCIAL OFFICER (CFO) PURSUANT TO SUB-REGULAITON-8 OFREGULATION 17 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS, 2015

ToBoard of DirectorsSRU STEELS LIMITED

We, the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of SRU SteelsLimited (the company), to the best of our knowledge and belief certify that:

a) We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2016 andthat to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

ii. these statements together present a true and fair view of the company’s affairs and are in compliance withexisting accounting standards, applicable laws and regulations.

b) We further state that to the best of their knowledge and belief, no transactions entered into by the companyduring the year which are fraudulent, illegal or violative of the company’s code of conduct.

c) We are responsible for establishing and maintaining internal controls for financial reporting and that they haveevaluated the effectiveness of internal control systems of the company pertaining to financial reporting and theyhave disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which they are aware and the steps they have taken or propose to take to rectif y thesedeficiencies.

d) We have indicated to the auditors and the Audit committee.

i. significant changes in internal control over financial reporting during the year;

ii. significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements; and

iii. instances of significant fraud of which they have become aware and the involvement therein, if any, ofthe management or an employee having a signif icant role in the company’s internal control system overfinancial reporting.

Sd/- Sd/-Date: August 13, 2016 Ramesh Agarwal Hitesh Laxmikant SomaniPlace: New Delhi Managing Director CFO

DIN: 00151223

46


MANAGEMENT DISCUSSION AND ANALYSIS REPORTTo avoid duplication between the Directors’ Report and the Management Discussion and Analysis, we present belowa composite summary of performance of the business and functions of the Company.CAUTIONARY STATEMENTStatements made in this report describing the Company’s objectives, projections, estimates and expectations are“forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed or implied. Important factors that could make a difference to the Company’soperations include economic conditions affecting demand/supply and price conditions in the domestic and overseasmarkets in which the Company operates; changes in the Government regulations; tax laws and other statutes andincidental factors.INDUSTRY STRUCTURE AND DEVELOPMENTSIndia is the world’s third-largest producer of crude steel. The growth in the Indian steel sector has been driven bydomestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector hasbeen a major contributor to India’s manufacturing output.The Indian steel industry is very modern with state-of-the-art steel mills. It has always strived for continuousmodernisation and up-gradation of older plants and higher energy efficiency levels.India’s crude steel production grew by 4.9 per cent year-on-year to at 8 Million Tonnes (MT) in May 2016. ! Totalsteel production in the country is expected to increase by 7 per cent in 2016.During FY 2015-16, hot metal production increased at a rate of 1.3 per cent year-on-year to 57.13 MT, whereasthe production for sale of total finished steel stood at 90.39 MT. India’s consumption of total finished steel increasedby 4.5 per cent to 80.45 MT during FY 2015-16.Total finished steel exports during FY 2015-16 stood at 4.08 MT, whereas total finished steel imports stood at 11.71MT for the same period. India’s crude steel capacity has increased 7.6 per cent to 118.2 MT.The steel sector in India contributes nearly two per cent of the country’s Gross Domestic Product (GDP) and employsover 600,000 people. The per capita consumption of total finished steel in the country has risen from 51 Kg in 2009-10 to about 61.9 Kg in 2015-16.SRU STEELS OPERATIONSThe Company operates in the single business segment of trading in various types of Iron & Steel. At present, theCompany is trading in various types of steel products as well as sale of products on Commission basis. This sectorof steel is witnessing intense competition from numerous players in the country.During the financial year 2015-16, the SRU Steels Ltd reported 28.28 lakh profit before tax as against a profit 23.83 Lakh in f inancial year 2014-15.DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCEAbridged Statement of Profit and Loss

(Amount in Lakhs)Particulars 2015-16 2014-15 Growth %Revenue from Operations 46.31 53.00 (12.62)Other Income 75.83 61.15 24.00Total Revenue 122.15 114.16 7.00ExpensesEmployees benefits expenses 40.72 47.58 (14.42)Finance Cost 0.08 0.06 33.33Depreciation and Amortisation 5.82 3.99 45.86Other Expenses 47.24 38.70 22.07Total Expenses 93.87 90.33 3.92PBT 28.28 23.83 18.67Tax Expenses 8.64 7.38 17.07Profit after tax 19.64 16.45 19.39Earning per Equity ShareBasic 0.246 0.390 -Diluted 0.246 0.390 -

OPPORTUNITIES AND THREATSThe Government of India is focusing strongly on the development of steel industry which shall provide scope forthe growth in India.

47


The government has launched the National Mineral Exploration Policy (NMEP), which will help to adopt comprehensiveexploration of non-fuel and non-coal mineral resources that would give a major boost to the economy.Accordingly, to cater the forth coming opportunities arising for our Industry, the Company has instigated to enhanceits facilities.Your Company is exposed to the several threats emerging from the market.These threats are: -a) The Competitive pricing by the rivalries;b) Environmental changes;c) Political instability; andd) The challenges faced on account of rising prices i.e. for Company’s growth, and at the same time satisfy its dealers.SEGMENT WISE PERFORMANCEThe Company being engaged in the sale of steel coils,Sheets and other type of steels, there is only one businesssegment and single segment of activity. Further, the Company is mainly operative in the city of Ahmedabad and doesnot operate any other place and therefore all the revenue and income has been generated from onegeographic areaonly.OUTLOOKIndia is expected to become the world’s second largest producer of crude steel in the next 10 years, moving upfrom the third position, as its capacity is projected to increase to about 300 MT by 2025. Huge scope for growthis offered by India’s comparatively low per capita steel consumption and the expected rise in consumption due toincreased infrastructure construction and the thriving automobile and railways sectorsRISKS AND CONCERNSIn any business, risks and prospects are inseparable. As a responsible management, the Company’s principalendeavour is to maximize returns. The Company continues to take all steps necessary to minimise its expensesthrough detailed studies and interaction with experts.INTERNAL CONTROL SYSTEM & THEIR ADEQUACYThe Company has an adequate system of internal control relating to efficiency of operations, financial reporting andcontrols, compliance with applicable laws and regulations, etc. The Internal Audit Department monitors and evaluatesthe efficacy and adequacy of the internal control system in the Company, its compliance with operating systems,accounting procedures andpolicies at all the Company’s locations, and its Subsidiaries. Based on the report of internalaudit function, process owners undertake corrective action in their respective areas and thereby strengthen thecontrols. Clearly defined roles and responsibilities for all managerial positions have also been institutionalized. Alloperating parameters are monitored and controlled and regular internal audits and checks ensure that responsibilitiesare executed effectively.MATERIAL DEVELOPMENT IN HUMAN RESOURCES /INDUSTRIAL RELATIONS FRONT,INCLUDING THENUMBER OF PEOPLE EMPLOYED.The Company has employees and the cordial relations were maintained with all of them throughout the year. TheBoard of the Company wishes to place on record its appreciation to all the employees for their sustained effortsin improving the capacity utilization and operational efficiency. The Company has initiated many steps in career andpersonality development of the employees belonging to different departments. The employees attended seminars andother training programs to enhance their skills and knowledge.

48


49

INDEPENDENT AUDITOR'S REPORT

To the members of SRU STEELS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SRU Steels Limited ("the Com-pany") which comprise the Balance Sheet as at 31st March 2016, Profit and Loss Statement, Cash FlowStatement for the year ended and a summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Compa-nies Act, 2013 (''the Act'') with respect to the preparation of these Standalone financial statements that givea true and fair view of the financial position, financial performance and cash flows of the company inaccordance with the Accounting principles generally accepted in india including the Accounting standardspecified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequate accounting record in accordance with the provisionof the Act for safeguarding the assets of the company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and esti-mates that are reasonable and prudent; and design, implementation and maintenance of adequate internalfinancial control, that were operating effectively for ensuring the accuracy and completeness of the account-ing records, relevant to the preparation and presentation of the financial statements that give a true andfair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matterswhich are required to be included in the audit report under the provisions of the Act and Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) ofthe Act. Those Standards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the financial statements are free from material misstate-ments.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor's judgment, including the as-sessment of the risks of material misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, the auditor considers internal financial control relevant to the company'spreparation of the Financial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on whetherthe company has in place an adequate internal financial control system over financial reporting and theoperating effectiveness of such controls. An audit also includes evaluating the appropriateness of account-ing policies used and the reasonableness of the accounting estimates made by the Company's directors,as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Standalone financial statements.


Opinion

In our opinion to the best of our information and according to the explanations given to us, the aforesaidstandalone financial statements give the information required by the Act in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India, of the stateof the affairs of the company as at march 31, 2016 and its profit and its cash flows for the year endedon that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016("the Order") issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexurea statement on the matters Specified in paragraphs 3 and 4 of the Order ,to the extent applicable.

2 As required by section 143 (3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Companyso far as it appears from our examination of those books;

c) The balance Sheet, Statement of Profit and Loss and Cash Flow statement dealt with by thisReport are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Financials statements comply with the AccountingStandards specified under section 133 of the Act, read with rule 7 of the companies (Accounts)Rules, 2014;

e) On the basis of written representations received from the directors, as on 31st March, 2016,taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2016 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial control over financial reporting of thecompany and the operating effectiveness of such control. Refer to our separate report inAnnexure B

g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigation on its financial positionin its financial statements- Refer Note-2.19 to the financial statements.

(ii) The Company did not have any long-term contracts including derivatives contracts forwhich there were any material foreseeable losses.

(iii) There were no amounts which required to be transferred by the Company to theInvestor Education and Protection Fund.

For B.M. SHARMA & ASSOCIATESCHARTERED ACCOUNTANTS(Registration No. 007944N)

Sd/-PLACE: NEW DELHI (KULDEEP SHARMA)DATED: 30.05.2016 PARTNER

M.NO. 08407350


ANNEXURE 'A' TO THE AUDITOR'S REPORT TO THE MEMBERS OFSRU STEELS LIMITED

The Annexure referred to in Independent Auditor's Report to the members of the Company on the standalonefinancial statements for the year ended 31 March 2016, we report that-

(i) (a) The Company has maintained proper records showing full particulars, including quantitativedetails and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management duringthe year in a phased manner, which in our opinion is reasonable, having regard to the sizeof the company and the nature of its assets. No material discrepancies were noticed on suchPhysical verification.

(c) According to the information and explanations given to us and on the basis of our examinationof the records of the Company, the title deeds of immovable properties are held in the nameof the Company.

(ii) (a) The consignment stock held by the company during the year has been physically verified bythe management at reasonable interval. There was no material discrepancies noticed on suchphysical verification of stocks as compared to book records

(iii) According to information explanation given to us and based on our examination of the records ofthe Company, the company has not granted any loan or Advances, Secured or unsecured tocompanies, firm, Limited Liabilities partnership firm or other parties covered in the register main-tained U/s 189 of the companies act, 2013. accordingly, Paragraph 3(iii) of the order is not appli-cable.

(iv) In our opinion and according to the information and explanations given to us, the Company hascomplied with the provision of Section 185 and 186 of the Act, with respect to the loan and investmentmade.

(v) The company has not accepted any deposits from the public during the year in term of provisionof section 73 or any other provision of the Act and rule made there under. Accordingly paragraph 3(v)of the order is not applicable to the Company.

(vi) The Central government has not prescribed the maintenance of Cost Record under section 148(1)of the Companies Act 2013.

(vii) In respect of statutory Dues:

(a) In our opinion and according to information and explanation given to us, there are no undis-puted statutory dues payable in respect of P.F., Investor Education and protection fund, Em-ployee Estate Insurance, Income-tax, Sales tax, Service tax, Wealth tax, Excise duty, Customduty and Cess which are outstanding as at 31st March, 2016 for a period of more than sixmonths from the date they become payable.

(b) The disputed statutory dues aggregating to 4.22 lakhs that have not been deposited onaccount of disputed matters pending before appropriate authorities as under:-

51


S.N. Name of Nature of dues ( ) in Period which Forum wherethe Statute lakhs amount dispute is

relates pending

1. Income Tax Income tax 4.22 1998-99 Punjab & HaryanaAct, 1961 penalty High Court

(viii) The Company does not have any loans or borrowings from any financial institutions, banks, gov-ernment or debenture holders during the year. Accordingly paragraph 3(viii) of the order is notapplicable.

(ix) The company did not raise any money by way of initial public offer or further public offer (includingdebt instruments) and term loans during the year. Accordingly, Paragraph 3(ix) of the order is notapplicable.

(x) According to the information and explanations given to us, no material fraud by the Company or onthe Company by its officers or employees has been noticed or reported during the course of ouraudit.

(xi) According to the information and explanation give to us and based on our examination of the recordsof the Company, the Company has paid/ provided for managerial remuneration in accordance withthe requisite mandated by the provision of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is nota nidhi company. Accordingly, Paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanation given to us and based on our examination of therecords of the Company, there is no related party transaction. Accordingly, Paragraph 3(xiii) of theOrder is not applicable.

(xiv) According to the information and explanation given to us and based on our examination of therecords of the Company, the Company has not made any preferential allotment or private placementof shares or fully or partly convertible debenture during the year.

(xv) According to the information and explanation given to us and based on our examination of therecords of the Company, the Company has not entered into non cash transactions with directors orpersons connected with him. Accordingly paragraph 3(xv) of the order is not applicable.

(xvi) According to the information and explanation given to us and based on our examination of the recordsof the Company the Company is not required to be registered under section 45-IA of the Reservebank of India Act 1934, Accordingly Paragraph 3(xvi) of the order is not applicable.



M.NO. 084073

52


53

Annexure - B to the Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SRU Steels Limited ("theCompany") as of 31 March 2016 in conjunction with our audit of the standalone financial statements ofthe Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controlsbased on the internal control over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These respon-sibilities include the design, implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its business, including adherenceto company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors,the accuracy and completeness of the accounting records, and the timely preparation of reliable financialinformation, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financ ialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing,issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to theextent applicable to an audit of internal financial controls, both applicable to an audit of Internal FinancialControls and, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols system over financial reporting and their operating effectiveness. Our audit of internal financialcontrols over financial reporting included obtaining an understanding of internal financial controls overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment, including the assessment of the risks of material misstate-ment of the financial statements, whether due to fraud or error. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company's internal


financial control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispo-sitions of the assets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'sassets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due to erroror fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls systemover financial reporting and such internal financial controls over financial reporting were operating effec-tively as at 31 March 2016, based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.



M.NO. 084073

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55

BALANCE SHEET AS AT 31ST MARCH, 2016

PARTICULARS NOTE Figures as at the Figures as at theNo . end of current end of the previous

repor t ing per iod repor t ing per iod(2016) (2015)

I Equity and LiabilitiesShare holders’ funds(a) Share Capital 2.01 79,919,000 79,919,000(b) Reserve & Surplus 2.02 28,296,409 26,332,733

108,215,409 106,251,733Current liabilities(a) Trade Payable 2.03 21,049,013 12,330,456(b) Other current liabilities 2.04 6,546,262 7,704,074(c) Short Term Provisions 2.05 913,860 777,278

28,509,135 20,811,808TOTAL 136,724,544 127,063,541

II As se tsNon-current Assets(a) Fixed Assets(i) Tangible assets 2.06 1,448,035 838,474(b) Deferred Tax Assets 2.07 242,682 193,064(c) Long term Loans and advances 2.08 2,027,500 2,190,550(d) Other Non Current Assets 2.09 2,000,000 34,060

5,718,217 3,256,148Current assets(a) Trade receivable 2.10 12,281,631 20,154,390(b) Cash and Cash Equivalent 2.11 739,797 2,192,744(c) Short term Loan & Advances 2.12 45,495,946 45,631,474(d) Other current assets 2.13 72,488,953 55,828,785

131,006,327 123,807,393TOTAL 136,724,544 127,063,541Significiant Accounting Policies & 1 & 2Notes on Accounts

(Amount in )

FOR & ON BEHALF OF THE BOARD OF DIRECTOR

For B.M. SHARMA & ASSOCIATES Sd/- Sd/-CHARTERED ACCOUNTANTS (NARESH KUMAR GARG) (RAMESH AGARWAL)(Registration No. - 007944N) CHAIRMAN MANAGING DIRECTOR

Sd/- Sd/- Sd/-(KULDEEP SHARMA) (HITESH LAXMIKANT SOMANI) (SHALINI)PARTNER CFO COMPANY SECRETARYMembership No.084073

PLACE : NEW DELHIDATED : 30TH MAY 2016

As per our report of even date


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STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2016

PARTICULARS NOTE Figures as at the Figures as at theNo . end of current end of the previous

repor t ing per iod repor t ing per iod(2016) (2015)

I. Revenue from operations 2.14 4,631,459 5,300,980 - -

Revenue from operations 4,631,459 5,300,980II. Other Income 2.15 7,583,251 6,114,732III. Total Revenue 12,214,710 11,415,712IV. Expenses:

Employee benefits expenses 2.16 4,072,231 4,758,435Finance Costs 2.17 8,081 6,016Depreciation and amortisation expenses 2.17 582,119 398,667Other expenses 2.17 4,724,361 3,869,628Total expenses 9,386,792 9,032,746

V. Profit before exceptional and extraordinary itemsand tax (III-IV) 2,827,918 2,382,966

VI. Exceptional items - - VII. Profit before extraordinary items and tax (V-VI) 2,827,918 2,382,966 VIII. Extra ordinary Items - - IX. Profit before tax (VII - VIII) 2,827,918 2,382,966 X. Tax Expenses

Current tax 913,860 777,278Deferred tax (49,618) (39,242)

XI. Profit(Loss) for the period (XI + XIV) 1,963,676 1,644,930 XII. Earning per equity shares:

Basic 0.246 0.390Diluted 0.246 0.390Significiant Accounting Policies & 1 & 2Notes on Accounts

(Amount in )

FOR & ON BEHALF OF THE BOARD OF DIRECTOR




As per our report of even date


NOTES NO. 1 & 2SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS1 Significant Accounting Policies:

A Basis of preparation of Financial StatementsThe financial statements are prepared and presented under the historical cost convention on accrual basisof accounting in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP).These financial statements comply in all material aspects with the Accounting Standards (AS) specifiedunder Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014,the relevant provisions of the Companies Act, 2013 (“the Act”), as applicable.

B Classification of Assets and Liabilit ies into Current/Non-currentAll assets and liabilities are presented as Current or Non-current as per the Company’s normal operatingcycle and other criteria set out in the Schedule III of the Act. Based on the nature of products and the timebetween the acquisition of assets for processing and their realization, the Company has ascertained itsoperating cycle as 12 months for the purpose of Current / Non-current classification of assets and liabilities.

C Fixed Assets:Fixed assets are stated at cost less accumulated depreciation and impairment of any assets.

D Depreciation:Depreciation on Fixed Assets is provided on written down method based on useful life of the assets asprescribed in Schedule II to the Companies Act , 2013 .

E Impairment of Assts:An assets is treated a impaired when the carrying cost of assets exceeds its recoverable value. Animpairment loss is charged to the Profit & Loss Account in the year in which an asset is indentified asimpaired.

F Revenue Recognition:All income and expenses to the extent considered recoverable/payable with reasonable certainty areaccounted for on accrual basis.

G Provision for Current and deferred Tax:Provision for current tax is made after taking into consideration benefits admissible under the provisionsof the Income –tax Act, 1961. Deferred tax resulting from “timing difference” between taxable and accountingincome is accounted for using the tax rates and law that are enacted or substantively enacted as on thebalance sheet date. Deferred tax asset is recognized and carried forward only to the extent that thereis reasonable certainty that the asset will be realized in future.

H Employee Benefits:Employee benefits are recognized as an expense at the undiscounted amount in the profit and loss accountof the year in which the related service is rendered.

I Retirement benefits:The provisions of the various retirement benefits laws are not applicable to the company.

J Use of Estimates:The preparation of f inancial statements requires estimates and assumptions to be made that affect thereported amount of assets and liabilities on the date of the financial statements and the reported amountof revenues and expenses during the reporting period. The difference between the actual results andestimates are recognized in the period in which the results are known.

K Earning per shareThe basic and diluted earnings per share is computed by dividing the net profit / loss attributable to theequity shareholders for the period by the weighted average number of equity shares outstanding duringthe reporting period.

L Miscellaneous expenditure:Miscellaneous expenditure is being amortized over the period of estimate benefits.

M Provision, Contingent Liabilities and contingent Assets:Provisions involving substantial degree of estimation in measurement are recognized when there is apresent obligation as a result of past events and it is probable that there will be an outflow of resources.Contingent liabilities, if material, are disclosed by way of notes. Contingent Assets are neither recognizednor disclosed in the financial statements.

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2 NOTES ON ACCOUNTS FOR THE YEAR ENDING MARCH 31, 20162.01 SHARE CAPITAL (Amount in )

PARTICULARS As At 31st March, 2016 As At 31st March, 2015Authorised:Equity shares 10/- per value 95,000,000 95,000,0009500000 (9500000) equity shares

95,000,000 95,000,000Issued, Subscribed and Paid upEquity shares 10/- per value 79,919,000 79,919,0007991900 (7991900) equity shares

79,919,000 79,919,000- Issued and Subcribed Share capital includes an aggregate of 43,64,500 Ordinary Equity share of 10 each alloted as Fully paid up pursuant to Schemes of Merger

without payment having been received in cash.- The company has only one class of shares referred to as equity shares having a par value of 10/- each holder of equity shares is entitled to one vote per share.- In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distrubution of all

perfential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

Particulars of Shares outstanding at the end of reporting periods-

Partuculars As at March 31, 2016 As at March 31, 2015Number of Amount Number of Amount

shares in shares in Number of shares at the beginning 7,991,900 79,919,000 3,627,400 36,274,000 Add: shares issued(on account of merger) 4,364,500 43,645,000 Number of shares at the end 7,991,900 79,919,000 7,991,900 79,919,000

Particulars of persons holding more than 5% of equity shares as on March 31, 2016 and March31, 2015 is as follows-

Name of the Person % of As at March 31, 2016 As at March 31, 2015Holding shares Amount shares Amount

in in M/s. M.M. Fiscal Services Pvt Ltd 19.36 1,547,000 15,470,000 1,547,000 15,470,000Uma Agarwal 6.49 518,600 5,186,000 518,000 5,180,000Satish Agarwal 10.91 872,000 8,720,000 871,500 8,715,000Satish Agarwal HUF 10.29 822,500 8,225,000 822,500 8,225,000M/s R.L Agarwal & Sons Securities Pvt Ltd. 12.22 976,500 9,765,000 976,500 9,765,000

4,736,600 47,366,000 4,735,500 47,355,000

2 . 02 RESERVE AND SURPLUS (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015

Capital Reserve:Forefeiture of unpaid share 6,155,500 6,155,500Share Premium:-Amount transfer from transferor companies(On account of merger) 12,405,000 12,405,000General Reserve-opening balance 7,772,233 4,811,107Add:- Reserve of Transferor companies - 1,315,639Add: Adjustment relating to Fixed assets - 557Add- Profit during the year 1,963,676 1,644,930Surplus closing balance 28,296,409 26,332,733


59

2.03 TRADE PAYABLES (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015

Jindal Stainless Limited 21,049,013 12,330,45621,049,013 12,330,456

The company has not received any information from suppliers regarding their status under the Micro, Small and Medium EnterpeisesDevelopment Act, 2006 and hence disclosure if any relating to the amount unpaid at the end of the year together with interestpaid/payable as reqired under the Act have not been furnished.

2.04 OTHER CURRENT LIABILITIES (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015Bank OverdraftKotak mahindra Bank (OD) 4,422,804 4,137,157OthersAudit Fees Payable 125,950 112,360TDS Payable 306,868 12,481Telephone Expenses Payable 2,691 5,010Electric Charges Payable 9,686 8,132Service tax payable 18,034 71,177Car Exp Payable 10,865 26,126Entry Tax Payable 1,557,466 3,286,871RTA Expenses payable 5,153 25,888Salary Payable 68,000 -Internal Audit Fees Payable 12,500 12,500Advance from customer 6,245 6,372

6,546,262 7,704,074

2.05 SHORT TERM PROVISION (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015Provision for Tax Income Tax 913,860 777,278

913,860 777,278

2.06 NON- CURRENT ASSETSTANGIBLE ASSETS (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015Tangible Assets As per Annex-1 As per Annex-1

As per Annex-1 As per Annex-1

2.07 DEFERRED TAX ASSETS (Net) (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015Opening balance 193,064 154,071Adjustment during the year 49,618 39,242Adjustment relating to Fixed Assets (Note-1) - (249)

242,682 193,064

2.08 LONG TERM LOANS AND ADVANCES (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015Associated Petrolem Corp. 20,000 20,000Security deposits in SPIPL (Note-1) 2,000,000 2,000,000National Saving certificates (Note-2) 3,000 3,000SRM Alloys Pvt. Ltd. - 163,050Electric Security Deposit(Note-3) 4,500 4,500

2,027,500 2,190,550Note:1. Security deposit includes amount paid as security for office/godown premises.2. National saving Certificates has been pledged with VAT department against registration. Interest on NSC will be taken at the time of maturity3. Electric Security Deposit representing amount deposited by transferor companies( Due to merger).


60

2.09 OTHER NON CURRENT ASSETS (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015Miscellaneous expenditure(to the extent not written off or adjusted)Opening balance 34,060 33,060Add:- Addition during the year 2,500,000 38,317

2,534,060 71,377Less: Written off during the year 534,060 37,317

2,000,000 34,060

2.10 TRADE RECEIVABLES (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015Over six monthsSuri Rajendra Rolling Mills 5,500,000 5,500,000OthersJ.P Rolling Mills 622,082 -Arihant Metals 1,694,714 1,472,579Sagar Rolling Mills Pvt ltd - 9,723,391S.M Enterprises - 1,486,450Ishwara Metals Pvt ltd 1,712,687 -Amit Industries 1,276,286 -Jindal Starline 1,475,862 1,971,970

12,281,631 20,154,390In the opinion of the board the receivable if realised within ordinary course of business, shall not be less than what is stated in the Balance Sheet

2.11 CASH AND CASH EQUIVALENTS (Amount in )

PARTICULARS As At 31st March 2016 As At 31st March 2015Cash in hand 319,263 2,261,621Balance with BanksIn current accountsState Bank of India 123,438 142,223City Bank 297,096 (3,613,359)HDFC Bank - 81,874Canara Bank - 3,069,481Union Bank of india - 172,141State Bank of India - 41,821ICICI Bank Ltd - 36,942

739,797 2,192,744

2.12 SHORT TERM LOAN AND ADVANCES (Amount in )

PARTICULARS As At 31st March 2016 As At 31st March 2015Bahula finvest Co. Pvt ltd 19,705,030 19,705,030Universal Heavy Engg. 11,100,000 11,100,000Mahodari Finvest Pvt ltd 13,086,739 13,086,739Rajesh Piplani 1,259,177 1,144,705Hitesh Somani 95,000 95,000Anumita overseas Pvt Ltd 250,000 500,000

45,495,946 45,631,474


2.13 OTHER CURRENT ASSETS (Amount in )PARTICULARS As At 31st March 2016 As At 31st March 2015Prepaid Insurance 34,479 42,849Interst Recoverable 4,250,077TDS on Commission 463,150 530,100TDS on Interest 679,453 598,294VAT Refundable 18,711,206 6,689,303Input Service Tax 319,988 -Ashoka Commercial Enterprises(Advance against properties) 47,500,000 47,500,000Income Tax Refund2004-05 378 3782005-06 1,284 1,2842009-10 174,640 174,6402011-12 85,976 85,9762012-13 82,700 82,7002013-14 43,485 43,4852014-15 33,774 33,7742015-16 50,2162008-09 44,476 44,476Other Recoverable 13,671 1,526

72,488,953 55,828,785

2.14 INCOME FROM OPERATION (Amount in )PARTICULARS For the year For the year

ending 31st ending 31stMarch 2016 March 2015

Commission on Consignment sale 1,161,686 643,813Commission on Direct Sale 3,469,773 4,657,167

` 4,631,459 5,300,980

2.15 OTHER INCOME (Amount in )PARTICULARS For the year For the year


Interest received 7,535,682 6,055,506Interest on Income tax refund 16,550 59,226Profit on sale of Car 31,019 -

7,583,251 6,114,732

2.16 EXPENSES (Amount in )PARTICULARS For the year For the year


EMPLOYEES BENEFIT EXPENSESSalary & wages 3,190,400 2,864,400Bonus Exp 43,200 33,200Remuneration to directoes (Note) 750,000 1,660,000Staff Welfare Expenses 88,631 200,835

4,072,231 4,758,435FINANCIAL COSTBank Charges 8,081 6,016Depreciation and amortisation expense (As per Annex-1) 582,119 398,667Loading charges 194,137 107,304Travelling expenses 690,609 802,756Advertisement Expenses 30,131 59,601Business Promotion Exp. 332,747 -Conveyance Expenses 94,659 196,176

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62

Printing & Stationery 87,606 100,151Postage & Stamps 38,240 50,033General expenses 81,505 192,949Telephone expenses 169,888 190,403Auditor’s Remuneration 125,950 112,360Professional & legal charges 530,156 371,659Computer/Website expenses 6,800 24,900Car running expenses 449,898 434,820Scooter running expenses 94,955 64,226Electricity charges 70,279 154,972Professional tax 8,370 6,320Rates & taxes 8,400 28,700Insurance charges 45,458 51,162AMC/MCD taxes 79,201 76,925Rent Exp. - 132,000Listing Fees 136,684 17,454Commission expense 478,884 354,026RTA Charges 54,842 28,500Misc exp Amortised 534,060 37,317NSDL/CSDL expenses 66,714 29,853Internal Audit fee 12,500 12,500Meeting & AGM Exp. 30,250 25,235Swachh Bharat Cess Exp 12,500 -Repair & maintanance Exp 102,637 189,725Bad-debts Written Off 138,267 -Service Tax 18,034 6,601Donation - 11,000

4,724,361 3,869,628

2.17 CURRENT TAX (Amount in )PARTICULARS For the year For the year


Current Tax Income Tax 913,860 777,278

913,860 777,278

2.18 EARNINGS PER SHARE (Amount in )PARTICULARS For the year For the year


Profit attributable to the equity shareholders 1,963,676 1,644,930Number of equity shares outstanding at theend of the year 7,991,900 7,991,900Nominal value of equity share 10/- 10/-Basic/ Diluted EPS 0.246 0.39

2.19 CONTIGENT LIABILITIES AND COMMITMENTS (Amount in )PARTICULARS For the year For the year


Contigent LiabilitiesIncome Tax disputed Demand 422,000 422,000

422,000 422,000In the opinion of the Management, no provision is required for the dispute mentioned above on the ground thatthere are reasonable chances of successful outcome of appeal.

2.20 PAYMENT TO AUDITORS (Amount in )

PARTICULARS For the year For the yearending 31st ending 31stMarch 2016 March 2015

Statutory Audit fee 125,950 112,360- -

125,950 112,360


2.21 VALUE OF IMPORTED AND INDIGENOUS RAW MATERIAL AND COMPONENT CONSUMED

PARTICULARS For the year For the yearending 31st ending 31stMarch 2016 March 2015

(I) Imported Nil Nil(ii) Indigenous Nil Nil

- -

2.22 MANAGERIAL REMUNERATION (Amount in ) PARTICULARS For the year For the year


For Remuneration 750,000 1,660,000750,000 1,660,000

2.23 EXPENDITURE/EARNINGS IN FOREIGN CURRENCY (Amount in )PARTICULARS For the year For the year


Expenditure -- --Earning -- --

-- --

2.24 The company is engaged in business of Acting as Consignment agent and the company is dealing in only onesegment , therefore Accounting Standard 17 issued by the Institute of Chartered Accountants of India is notapplicable to the company.

2.25 Particulars in respect of opening stock, purchases, sales and closing stock :- Not applicable2.26 The Company’s Securities are listed on Delhi Stock Exchange (primary stock Exchange) and Ahmedabad &

Ludhiana Stock Exchange . The Company has not paid any listing fees to the Ahmedabad & Ludhiana StockExchange and no provision for the same has also been made in Books of Account.

2.27 Management is of the opinion that Current Assets, Loans and advances are stated in the Balance Sheet at theamount, which is at least equal to the amount expected to be realized in the ordinary course of business. Balanceof Debtors, loans and advances and creditors are subject to confirmation.

2.28 Previous year figures have been regrouped and re arranged wherever necessary.2.29 Figures have been rounded off to the nearest rupees

FOR & ON BEHALF OF THE BOARD




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Annexure-1 OF NOTE 2.06

FIXED ASSETS

PARTICULARS GROSS BLOCK DEPRECIATION AND AMORTIZATION NET BLOCK%Age As At Add/ Ded. As At As at For the Dep./Adj. As At As At As At

01/04/ adj in during 31/03/ 01/04/ year dur. the 31/03/ 31/03/ 31/3/2015 the year the year 2016 2015 year 2016 2016 2015

TANGIBLE ASSETS:-Fax Machine 8,400 - - 8,400 7,980 - - 7,980 420 420Motor Cycle(5956) 25.89 51,299 - - 51,299 40,681 2,748 43,429 7,870 10,618Motor Cycle(3271) 25.90 58,092 - - 58,092 16,697 10,724 27,421 30,671 41,395Motor Cycle(1567) 25.90 61,661 - - 61,661 23,878 9,784 33,662 27,999 37,783Car Sx4 34.63 928,009 - - 928,009 696,509 12,519 (218,981) 928,009 - 231,500Car (Cruze) 34.53 1,498,830 - - 1 , 4 9 8 , 8 3 0 1,118,690 131,268 1,249,958 248,872 380,140Air Condi tioner 32.58 77,500 - - 77,500 57,731 6,440 64,171 13,329 19,769Air Condi t ioner-2 26.31 31,000 - - 31,000 10,444 5,408 15,852 15,148 20,556Printer (samsung) 59.21 8,800 - - 8,800 6,135 1,580 7,715 1,085 2,665Printer (HP) 4,999 - - 4,999 4,749 - - 4,749 250 250Water Pur if ier 34.20 15,490 - - 15,490 12,046 1,176 13,222 2,268 3,444Tel e vi s io n 34.59 30,000 - - 30,000 23,519 2,240 25,759 4,241 6,481New Fax Machine 38.98 6,000 - - 6,000 5,021 380 5,401 599 979Printer (HP) 46.95 6,998 - - 6,998 3,286 1,744 5,030 1,968 3,712Off ice Premises 4.83 102,236 - - 102,236 52,293 2,416 - 54,709 47,527 49,943R ef r i gr e a to r 46.73 8,000 - - 8,000 6,480 712 7,192 808 1,520P h o t o c o p y 85,001 - - 85,001 80,751 - - 80,751 4,250 4,250C o m p u t e r 174,309 - - 174,309 165,594 - - 165,594 8,715 8,715Motor Cycle 33,209 - - 33,209 31,549 - - 31,549 1,660 1,660Furni ture & Fixture 44.98 102,760 - - 102,760 90,086 5,700 95,786 6,974 12,674New Eco Sport Car 1,375,861 - 1 , 3 7 5 , 8 6 1 - 369,696 369,696 1 , 0 0 6 , 1 6 5 -New Computer 34,800 - 34,800 - 17,584 17,584 17,216 -T O T A L 3,292,593 1,410,661 - 4 , 7 0 3 , 2 5 4 2,454,119 582,119 (218,981) 3,255,219 1 , 4 4 8 , 0 3 5 838,474

3,285,595 6,998 - 3,292,593 2,056,258 398,667 806 2,454,119 838,474 1,229,337


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016 (Amount in )

A . C a s h F l o w Fr o m Fo r t h e Year Fo r t h e YearO p e r a t i n g A c t i v i t i e s En d ed 31s t En d ed 31s t

Marc h , 2016 Marc h , 2015A. Cash Flow from Operating Activities

a) Net Profit after tax and extraordinary Items 1,963,676 1,605,688Add: Provision for taxation 913,860 777,278

Depreciation 582,119 398,667Preliminary expenses amortised 534,060 37,317Previous Year Tax Adjustment - -

Less: Profit on sale of Fixed Assets 31,019 -b) Operating profit before working capital Changes 3,962,696 2,818,950Adjustment for:

(Increase)/Decrease in Trade Receivable 7,872,759 8,063,866(Increase)/Decrease in Loan and Advance 163,050 (17,501,500)(Increase)/Decrease in Short Term Loan and Advance 135,528 10,312,765(Increase)/Decrease in Other Current Assets (16,660,168) (3,893,770)Increase/(Decrease) in Trade Payable 8,718,557 (2,568,819)Increase/(Decrease) in Other Current Liabilites (1,443,459) 1,393,408Increase/(Decrease) in Other long term liabilities Liabilites - -Increase in other Non Current Assets (2,500,000) -Increase/(Decrease) in Current Provision 136,582 105,517

c) Cash generated from operations 385,545 (1,269,583)Less-Income tax paid 913,860 777,278

Net cash from operating activities (528,315) (2,046,861)B Cash Flow from Investing Activities

Purchase of fixed assets (Net) (1,410,661) (6,998)Sale of fixed assets(Net) 250,000 -Net cash from Investing Activities (1,160,661) (6,998)

C Net Increase/(decrease) in Cash and Cash (1,688,976) (2,053,859)equivalentCash & Cash equivalent at beginning of the year (1,944,413) 109,446Cash & Cash equivalent at end of the year (3,633,389) (1,944,413)(Cash and cash equivalent represents cash andbank balance)

Notes: - -1. The above cash flow statement has been prepared under the ‘ indirect method’ as set out in Accounting Standard 3 ‘Cash Flow Statement’

FOR & ON BEHALF OF THE BOARD




65





FORM NO. MGT-11PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]

CIN: L17300DL1995PLC107286

Name of the company SRU Steels Limited

Registered Office: 416-417-432, Rajendra Jaina Tower-1, Plot No. 18, Wazirpur, Shopping Complex, Delhi-110052

Names of the Members(s):

Registered Address:

Email Id:

Folio No. / Client Id:

DP ID:

I/We, being the member(s) of ________________ equity shares of 10/- each the above named company, herebyappoint:

1. Name: _______________________________________ Address: ________________________________________

______________________________________________________________________________________________

E-mail Id: ____________________________________ Signature: ____________________________ or failing him

2. Name: _______________________________________ Address: ________________________________________

______________________________________________________________________________________________

E-mail Id: ____________________________________ Signature: ____________________________ or failing him

3. Name: _______________________________________ Address: ________________________________________

______________________________________________________________________________________________

E-mail Id: ____________________________________ Signature: ________________________ as my/our proxy

to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty First (21) Annual General Meeting(AGM) of the Company, to be held on Friday, September 30, 2016 at 10:00 a.m. at the Registered Office ofthe Company at 416-417-432, Rajendra Jaina Tower-1, Plot No. 18, Wazirpur, Shopping Complex, Delhi-110052and at any adjournment thereof in respect of such resolutions as are indicated below:

66

TEAR

HER

ETE

AR H

ERE

TEAR

HER

ETE

AR H

ERE

TEAR

HER

E


67

Res. Resolutions Vote (optional,No. see the note)

For Against Abstain

Ordinary Business

1. To receive, consider and adopt the Audited FinancialStatements of the Company for the financial year endedMarch 31, 2016, including audited Balance Sheet as atMarch 31, 2016 and Statement of Profit and Loss for theyear ended on that date and the reports of the Board ofDirectors and Auditors thereon.

2. To appoint a Director in place of Ms. Richa Agarwal (DIN:00082722), who retires by rotation at this Annual GeneralMeeting, and being eligible, offeres himself for re-appointment.

3. To ratify the appoint M/s B.M. Sharma & Associates.Chartered Accountants ((Registration No. 007944N) as aStatutory Auditor of the Company and to f ix theirremuneration.

Special Business

4. To Provide Loan, Guarantee, Security and Investment anamount upto 200 (Rupees Two Hundred) Crores

Signed this ________________ day of ________________ of 2016.

Signature of the Shareholder: ________________________________

Signature of the Proxy holder(s):______________________________

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at theRegistered Office of the Company, not less than 48 hours before the commencement of theMeet ing.

2. It is optional to indicate your preference. If you leave the For or Against column blank againstany or all resolutions, your proxy will be entitled to vote in the manner as he/she may deemappropriate.

AffixRevenueStamp of

1/-





ATTENDANCE SLIP

21st Annual General Meeting - September 30, 2016

I/we hereby record my/our presence at the Twenty First (21) Annual General Meeting (AGM) of SRU Steels Limitedto be held on Friday, September 30, 2016, at 10:00 a.m. at the Registered Office of the Company at 416-417-432,Rajendra Jaina Tower-1, Plot No. 18, Wazirpur, Shopping Complex, Delhi-110052.

Signature of Shareholder(s)Folio*:

1. ___________________________________

2. ___________________________________

Signature of Proxy holder(s)__________________________

INSTRUCTIONS:

(a) Members/Proxy holders are requested to bring this Attendance Slip duly filled in and signed with them, whenthey come to the meeting and hand it over at the ATTENDANCE VERIFICATION COUNTER, at the entrance of theMeeting Hall.

(b) NO ATTENDANCE SLIP SHALL BE ISSUED AT THE MEETING.(c ) Electronic copy of the Annual Report for the f inancial year 2015-16 & Notice of the AGM alongwith the

Attendance slip & Proxy form is being sent to all the members whose e-mail address is registered with theCompany/DP unless any member has requested for the hard copy of the same. Members receiving electroniccopy & attending the AGM can print copy of the Attendance slip.

(d) Physical copy of the Annual Report for the f inancial year 2015-16 & the Notice of the AGM alongwith theAttendance slip & proxy form is being sent in the permitted mode(s) to all the members whose e-mail is notregistered or have requested for hard copy. Please being your copy of the Annual Report to the Meeting.

(e) The Meeting is of members only and you are requested not to bring with any person, who is not a memberor proxy.

Note: Please read the instructions given in the Notice of AGM before casting your vote through e-voting.

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Registered Folio/DP ID/Client ID:

Name and Address of first/Sole Shareholder:

Joint Holder(s)

No. of Shares

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Ballot FormName and address of the Sole/first namedshareholder/proxy holder (in block letters)

Registered folio No. /DP ID No. & Client ID No.

Number of Equity Shares(s) held:

I/We, hereby exercise my/our vote(s) in respect of the following resolut ions to be passed at the Annual General Meeting (AGM)of the Company on Friday, September 30, 2016 by giving my/our assent or dissent to the said resolut ions by placing the t ick( ) mark at the appropriate box below.

Res .No .

Brief descript ion of the Resolutions Type ofResolutions

No. of EquityShares

I/We assentto the

Resolutionson (FOR)

I/We assentto the

Resolution(Against)

To receive, consider and adopt the Audited Financial Statementsof the Company for the financial year ended March 31, 2016,including audited Balance Sheet as at March 31, 2016 andStatement of Profit and Loss for the year ended on that dateand the reports of the Board of Directors and Auditors thereon.

To appoint a Director in place of Ms. Richa Agarwal (DIN:00082722), who ret ires by rotat ion at this Annual GeneralMeeting, and being eligible, offeres herself for re-appointment.

To ratify the appoint M/s B.M. Sharma &Associates. CharteredAccountants ((Registration No. 007944N) as a Statutory Auditorof the Company and to f ix their remuneration.

1

2

3

OrdinaryResolution

OrdinaryResolution

OrdinaryResolution

Ordinary Business

4 To Provide Loan, Guarantee, Security and Investment anamount upto Rs. 200 (Rupees Two Hundred) Cores

SpecialResolutions

Special Business

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Form No. SH-13

Nomination Form[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies

(Share Capital and Debentures) Rules 2014]

To

SRU Steels Limited416-417-432, Rajendra Jaina Tower-1,Plot No. 18, Wazirpur Shopping ComplexDelhi-110052

I/We …………………………………….. the holder(s) of the securities particulars of which are given hereunderwish to make nomination and do hereby nominate the following persons in whom shall vest, all the rights inrespect of such securities in the event of my/our death.

(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Nature of Folio No. No. of Certif icate Distinctivesecurities securities No. No.

(2) PARTICULARS OF NOMINEE/S —(a) Name:(b) Date of Birth:(c ) Father’s/Mother’s/Spouse’s name:(d) Occupation:(e) Nationality:( f ) Address:(g) E-mail id:(h) Relationship with the security holder:

(3) IN CASE NOMINEE IS A MINOR—(a) Date of birth:(b) Date of attaining majority(c ) Name of guardian:(d) Address of guardian:

(4) PARTICULAR OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF MAJORITY(a) Name(b) Date of biirth:(c ) Father's Name/Mother's/Spouse's name:'(d) Occupation:(e) Nationality:( f ) Address:(g) E-mail id:(h) Relationship with the security holder:(i) Relationship with minor

Name:Address:

Name of the Security Holder (s)Signature

Witness with name and address

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Ring RoadRing Road

Ring Road

Ring Road

Ring Road

Ring Road

KC Goel M

argKC G

oel Marg

KC Goel M

arg

Ashok Vihar Road

Ashok Vihar Road

Fire Station Wazirpur

SBIATM

Employees ProvidentFund Organisation

FranklinkAcademy Institute

IndradeepBuilding

Delhi Institute ofTool Engineering

DDA Motors

Petrol Pump

Bliss Ocean

Merry Makers

Richi Rich BanquetRana Motors

ROAD MAP




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SRU

BOOK-POST

If undelivered, please return to :SRU STEELS LTD.416-417-432, Rajendra Jaina Tower-IPlot No. 18, Wazirpur Shopping ComplexDELHI-110 052